Common use of Arrangement Clause in Contracts

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below sequentially in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Peak Common Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Shareholder shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised histhereof, her without any further act or formality on its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (part, free and clear of all Liens) liens, claims and encumbrances, to New Gold and New Gold shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3; and (c) 4 hererof, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers central securities register as a holder of holders of Class A Shares, Peak Common Shares and Acquisitionco New Gold shall be recorded as the registered holder of the Class A Peak Common Shares so transferred and shall be deemed to be the legal owner of such Peak Common Shares; (b) each Peak Common Share held by a Former Peak Shareholder (other than a Dissenting Shareholder or New Gold or any subsidiary of New Gold) shall be transferred to New Gold and beneficial owner in consideration therefor New Gold shall issue and pay the Peak Share Consideration for each Peak Common Share, subject to Sections 3.03, 3.04 and Article 5 hereof; (A) in accordance with the terms of the Peak Stock Option Plan, each holder of a Peak Option outstanding immediately prior to the Effective Time shall receive (and such holder shall accept), upon the exercise of such holder’s Peak Options, in lieu of each Peak Common Share to which such holder was theretofore entitled, upon such exercise and for the same aggregate consideration payable therefor, the number of New Gold Common Shares having an aggregate value equal to the value of the Peak Share Consideration; and (B) such Peak Option shall continue to be governed by and be subject to the terms of the Peak Stock Option Plan and any applicable agreement thereunder. If the adjustment to the Peak Options contemplated by this paragraph results in a disposition of Peak Options for options to acquire New Gold Common Shares or “new” Peak Options, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such disposition. Therefore, in the event that the New Gold Stock Option In-The-Money Amount in respect of a Peak Option exceeds the Peak Stock Option In-The-Money Amount in respect of the Peak Option, the number of New Gold Common Shares which may be acquired on exercise of the Peak Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the New Gold Stock Option In-The-Money Amount in respect of the Peak Option does not exceed the Peak Stock Option In-The-Money Amount in respect of the Peak Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. In addition, each Peak Option held by a director of Peak who ceases to be a director of Peak on the Effective Date shall be deemed to have been amended to provide that such option shall not expire until 12 months after the holder of such Peak Option ceased to be eligible to hold Peak Options; (A) in accordance with the terms of the Peak Warrant Indentures, each holder of a Peak Warrant outstanding immediately prior to the Effective Time shall receive (and such holder shall accept) upon the exercise of such holder’s Peak Warrant, in lieu of each Peak Common Share to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the Peak Share Consideration; and (B) such Peak Warrant shall continue to be governed by and be subject to the terms of the applicable Peak Warrant Indenture; (e) each Peak Common Share acquired by New Gold pursuant to Sections 3.01(a) and (b) hereof shall be transferred to BC Subco in consideration of the issue by BC Subco to New Gold of one common share of BC Subco for each Peak Common Share so transferred; (f) the stated capital in respect of the Peak Common Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (g) Peak will file an election with the CRA, to be effective prior to the merger described in Section 3.01(h) hereof, to cease to be a public corporation for the purposes of the Tax Act; (h) Peak and BC Subco shall merge to form one corporate entity (the “Merged Company”) with the same effect as if they had amalgamated under Section 269 of the BCBCA, except that the legal existence of Peak shall not cease and Peak shall survive the merger; (i) without limiting the generality of Section 3.01(h), the separate legal existence of BC Subco shall cease without BC Subco being liquidated or wound up; Peak and BC Subco will continue as one company; and the property of BC Subco will become the property of Peak; (j) from and after the Effective Date, at the time of the step contemplated in Section 3.01(h): (i) Peak will own and hold all property of Peak and BC Subco and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all liabilities and obligations of Peak and BC Subco, whether arising by contract or otherwise, may be enforced against Peak to the same extent as if such obligations had been incurred or contracted by it; (ii) Peak will continue to be liable for all of the liabilities and obligations of Peak and BC Subco; (iii) all rights, contracts, permits and interests of Peak and BC Subco will continue as rights, contracts, permits and interests of Peak as if BC Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Peak or BC Subco under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against either BC Subco or Peak may be continued by or against Peak; (vi) a conviction against, or ruling, order or judgment in favour of or against either BC Subco or Peak may be enforced by or against Peak; (vii) all of the issued shares of BC Subco will be exchanged for one fully paid and non-assessable Peak Common Share which will be issued by the merged company and such BC Subco shares will be cancelled without any payment of capital in respect thereof; (viii) the name of the Merged Company shall be Peak Gold Ltd.; (ix) the Merged Company shall be authorized to issue an unlimited number of common shares without par value; (x) the articles of the Merged Company shall be substantially in the form of Peak’s articles; (xi) the first annual general meeting of the Merged Company will be held within 18 months from the Effective Date; (xii) the first directors of the Merged Company following the merger shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (xiii) the capital of common shares of the Merged Company will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the shares of BC Subco immediately prior to the merger.

Arrangement. (1) Prior to 3.1 On the Effective TimeDate, the following steps will shall occur as set out belowand be deemed to occur in the following chronological order without further act or formality, notwithstanding anything contained in the provisions attaching to Petro Basin or Subco, but subject to the provisions of Article 6: (a) Effective at 11:00 p.m. on Petro Basin will transfer the day prior Assets to Subco in consideration for Subco Shares, (the “Distributed Subco Shares”), such that the number of Distributed Subco Shares received by Petro Basin from Subco in consideration for the Assets will equal the number of issued and outstanding Petro Basin Shares multiplied by the Conversion Factor as of the Share Distribution Record Date, and Petro Basin will be added to the Effective Date, the sale central securities register of the shares Subco in respect of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.such Subco Shares; (b) Immediately prior The authorized share capital of Petro Basin will be changed by: (i) Altering the identifying name of the Petro Basin Shares to class “A” common shares without par value, being the Class A Shares; (ii) Creating a class consisting of an unlimited number of common shares without par value (the “New Shares”); and (iii) Creating a class consisting of an unlimited number of class “A” preferred shares without par value, having the rights and restrictions described in Schedule “A” to the Effective TimePlan of Arrangement, being the Petro Basin Class A Preferred Shares; (c) Each issued Petro Basin Class A Share will be exchanged for one New Share and one Petro Basin Class A Preferred Share and, subject to the exercise of a right of dissent, the Company shall cancel each Company Option, DSU holders of the Petro Basin Class A Shares will be deemed to have been removed from the central securities register of Petro Basin and RSU will be deemed to have been added to the central securities register as the holders of the number of New Shares and Petro Basin Class A Preferred Shares that they have received on the exchange; (d) All of the issued Petro Basin Class A Shares will be cancelled with the appropriate entries being deemed to have been made in the central securities register of Petro Basin and the aggregate paid up capital (as that term is outstanding used for purposes of the Tax Act) of the Petro Basin Class A Shares immediately prior to the Effective Time, whether vested or unvestedDate will be allocated between the New Shares and the Petro Basin Class A Preferred Shares so that the aggregate paid up capital of the Petro Basin Class A Preferred Shares is equal to the aggregate fair market value of the Distributed Subco Shares as of the Effective Date, and each Petro Basin Class A Preferred Share so issued will be issued by Petro Basin at an issue price equal to such aggregate fair market value divided by the number of issued Petro Basin Class A Preferred Shares, such aggregate fair market value of the Distributed Subco Shares to be determined as at the Effective Date by resolution of the board of directors of Petro Basin; (e) Petro Basin will redeem the issued Petro Basin Class A Preferred Shares for consideration consisting solely of the Distributed Subco Shares such that each holder of Petro Basin Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Subco Shares that is equal to the number of Petro Basin Class A Preferred Shares multiplied by the Conversion Factor; (f) The name of each holder of Petro Basin Class A Preferred Shares will be deemed to have been removed as such from the central securities register of Petro Basin, and all of the issued Petro Basin Class A Preferred Shares will be cancelled with the appropriate entries being deemed to have been made in exchange for such cancellation will pay the central securities register of Petro Basin; (g) The Distributed Subco Shares transferred to the holders thereof of the amounts set forth Petro Basin Class A Preferred Shares pursuant to step §(e) above will be registered in the acknowledgments names of the former holders of Petro Basin Class A Preferred Shares and releases executed appropriate entries will be made in the central securities register of Subco; (h) The Petro Basin Class A Shares and the Petro Basin Class A Preferred Shares issued under the Arrangement, none of which will be allotted or issued once the steps referred to in steps §(c) and §(e) above are completed, will be cancelled and the authorized share structure of Petro Basin will be changed by such holderseliminating, if the Petro Basin Board so chooses, the Petro Basin Class A Shares and the Petro Basin Class A Preferred Shares therefrom; and (ci) Immediately prior The Notice of Articles and Articles of Petro Basin will be amended to reflect the changes to its authorized share structure made pursuant to this Plan of Arrangement; 3.2 Notwithstanding §3.1(e), no fractional Subco Shares shall be distributed to the Effective Time, each Petro Basin Shareholders and as a result all fractional share amounts arising under such sections shall be rounded down to the nearest whole number. Any Distributed Subco Shares not distributed as a result of this rounding down shall be dealt with as determined by the board of directors of Petro Basin in its absolute discretion. 3.3 The holders of the Denco Trust Petro Basin Class A Shares and the Automotive & General Trusts will holders of New Shares and Petro Basin Class A Preferred Shares referred to in §3.1(c), and the holders of the Petro Basin Class A Preferred Shares referred to in §3.1(e), §3.1(f) and §3.1(g), shall mean in all cases those persons who are Petro Basin Shareholders at the close of business on the Share Distribution Record Date, subject to Article 5. 3.4 All New Shares, Petro Basin Class A Preferred Shares and Subco Shares issued pursuant to this Plan of Arrangement shall be dissolved deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of their property will be distributed the OBCA. 3.5 The Arrangement shall become final and conclusively binding on dissolution to the Company; (2) At Petro Basin Shareholders, the Subco Shareholders, Petro Basin, and Subco, on the Effective Time Date. 3.6 Notwithstanding that the following transactions and events set out in §3.1 shall occur and shall be deemed to occur as in the chronological order therein set out below without any further authorization, act or formality, each of Petro Basin and Subco shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in each case effective as at five minute intervals starting at §3.1, including, without limitation, any resolutions of directors authorizing the Effective Time: (a) each Class A Share outstanding at issue, transfer or redemption of shares, any share transfer powers evidencing the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Righttransfer of shares and any receipt therefore, and (ii) if applicable, the Purchaser, Acquisitionco any necessary additions to or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed deletions from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofshare registers.

Arrangement. (1) Prior to Beginning at the Effective Implementation Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested events or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following transactions shall occur and shall be deemed to occur as set out below in the following sequence without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Glyko Common Share issued and outstanding at immediately prior to the Effective Implementation Time, other than a Class A Share held by (i) a any Dissenting Holder who has validly exercised hisShares, her or its Dissent Rightwill be automatically exchanged, and (ii) if applicablesubject to the provisions hereof, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not such that such Glyko Common Shares will be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed transferred to be assigned and transferred by the holder thereof to Acquisitionco BioMarin Nova Scotia in exchange for the Consideration for delivery by BioMarin Nova Scotia to the former holders of such Glyko Common Shares of that portion of a share of BioMarin Common Stock equal to the Exchange Ratio and each Class A Share heldGlyko Common Shareholder shall cease to be a holder of Glyko Common Shares and the name of each such holder shall be removed from the register of Glyko Common Shareholders and added to the register of holders of BioMarin Common Stock (whereupon there shall be no Glyko Common Shareholders other than BioMarin Nova Scotia); (b) each Class A Share in respect the event of which an entitlement to receive a Class A Shareholder has validly exercised hisfraction of a share of BioMarin Common Stock, her or its Dissent Right such holder shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) have the rights provided for in accordance with Article 3Section 4.06; and (c) each Glyko Option shall be exchanged for an option (a "Replacement Option") to purchase a number of shares of BioMarin Common Stock equal to the names product of the Class A Shareholders whose Class A Exchange Ratio and the number of Glyko Common Shares were transferred issuable pursuant to Acquisitionco such Glyko Option, whether exercisable or unexerciseable, immediately prior to the Implementation Time, rounded down to the nearest whole number of shares. Such Replacement Option will provide for an exercise price per share of BioMarin Common Stock equal to the U.S. Dollar Equivalent (calculated on the date of the Implementation Time) of the per share exercise price of such Glyko Option divided by the Exchange Ratio, rounded up to the nearest whole cent. The term and vesting schedule of such Replacement Option shall be removed from equivalent to those of the applicable registers Glyko Option it replaces, except for such changes as are triggered by the entry by Glyko into this Plan of holders of Class A Shares, and Acquisitionco Arrangement. In such case any document or agreement evidencing a replaced Glyko Option shall be recorded as terminated. Subject to Section 2.03, the registered holder maximum number of shares of BioMarin Common Stock issuable in connection with the Class A exchange of Glyko Common Shares so transferred and for BioMarin Common Stock shall be deemed 11,367,617 and, if the legal and beneficial owner thereofnumber of Glyko Common Shares outstanding at the Implementation Time would result in a greater number of shares of BioMarin Common Stock being issuable, then the Exchange Ratio shall be adjusted accordingly.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will events or transactions shall occur as set out belowand shall be deemed to occur in the following sequence without any further act or formality: (a) Effective at 11:00 p.m. each Metallica Common Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on the day prior its part, free and clear of all liens, claims and encumbrances, to the Effective DateNew Gold, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in consideration for a debt claim against New Gold in an amount determined and payable in accordance with Article IV hereof, and on the terms specified in name of such holder will be removed from the share purchase agreement dated —register of holders of Metallica Common Shares, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ GroupNew Gold will be recorded as the registered holder of the Metallica Common Shares so transferred and will be deemed to be the legal and beneficial owner of such Metallica Common Shares free and clear of any liens, Inc.claims or encumbrances; (b) Immediately each Metallica Common Share outstanding immediately prior to the Effective TimeTime held by a Metallica Shareholder (other than a Dissenting Shareholder), shall be transferred by the Company holder thereof to New Gold in exchange for the Share Consideration and New Gold shall cancel be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (c) each Company Option, DSU and RSU that is Metallica Option outstanding immediately prior to the Effective Time, whether vested or unvestednot, will be exchanged for a fully-vested Metallica Replacement Option to acquire from Metallica the number of New Gold Common Shares equal to the product of: (A) the number of Metallica Common Shares subject to the Metallica Option immediately before the Effective Time, and in exchange for such cancellation will pay to (B) 0.9 plus the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately portion of a New Gold Common Share that, immediately prior to the Effective Time, has a fair market value equal to C$0.0001 cash, provided that if the foregoing would result in the issuance of a fraction of a New Gold Common Share on any particular exercise of Metallica Replacement Options, then the number of New Gold Common Shares otherwise issued shall be rounded down to the nearest whole number of New Gold Common Shares. The exercise price per New Gold Common Share subject to any such Metallica Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Metallica Common Share subject to such Metallica Option immediately prior to the Effective Time divided by (B) 0.9 plus such portion of a New Gold Common Share that, immediately prior to the Effective Time, has a fair market value equal to C$0.0001 cash (provided that the aggregate exercise price payable on any particular exercise of Metallica Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, the terms of each Metallica Replacement Option shall be the same as the terms of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution Metallica Option exchanged therefor pursuant to the CompanyMetallica Stock Option Plan and any agreement evidencing the grant thereof prior to the Effective Time; (2d) At in accordance with the terms of the Metallica Warrants, each holder of a Metallica Warrant outstanding immediately prior to the Effective Time shall receive upon the following shall occur subsequent exercise or conversion of such holder’s Metallica Warrant, in accordance with its terms, and shall accept in lieu of each Metallica Common Share to which such holder was theretofore entitled upon such exercise or conversion but for the same aggregate consideration payable therefor, the Share Consideration; (e) Metallica and New Gold Subco will merge with the same effect as if they were amalgamated under section 184(2) of the CBCA, except that the separate legal existence of Metallica will not cease and Metallica will survive the merger; (f) without limiting the foregoing, at the time of the step described in Section 3.1(e), the separate legal existence of New Gold Subco will cease without New Gold Subco being liquidated or wound-up; Metallica and New Gold Subco will continue as one company; and, as a result, the property and liabilities of New Gold Subco will become the property and liabilities of Metallica; (g) at the time of the step described in Section 3.1(e) and from and after this time: (i) Metallica will continue to own and hold all property of Metallica and will own and hold all property of New Gold Subco, and, shall continue to be liable for the liabilities and obligations of Metallica and will be liable for the liabilities and obligations of New Gold Subco, including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options, warrants and debts of each of Metallica and New Gold Subco; (ii) all rights, contracts, permits and interests of Metallica and New Gold Subco will continue as rights, contracts, permits and interests of Metallica as if Metallica and New Gold Subco both continued and, for greater certainly, the merger will not constitute a transfer or assignment of the rights or obligations of either of Metallica or New Gold Subco under any such rights, contracts, permits and interests; (iii) any existing cause of action, claim or liability to prosecution is unaffected; (iv) a civil, criminal or administrative action or proceeding pending by or against Metallica or New Gold Subco may continue to be prosecuted by or against Metallica; (v) a conviction against, or ruling, order or judgment in favour of or against, Metallica or New Gold Subco may be enforced by or against Metallica; (vi) the name of the merged company shall be Metallica Resources Inc.; (vii) the registered and records office of the merged company shall be located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (viii) the merged company shall be authorized to issue an unlimited number of common shares; (ix) the articles of arrangement of the merged company shall be in the form attached as Appendix A to this Plan of Arrangement; (x) the articles and by-laws of the merged company shall be in the form of Metallica’s articles and by-laws; (xi) the first annual general meeting of the merged company will be held within 18 months from the Effective Date; (xii) the first directors of the merged company following the merger shall be the directors of Metallica immediately prior to the merger; (xiii) each common share in the capital of New Gold Subco shall be cancelled without any repayment of capital in respect thereof; (xiv) each Metallica Common Share outstanding immediately prior to the merger shall remain outstanding; (xv) the stated capital of common shares of New Gold Subco will be added to the stated capital of the Metallica Common Shares; provided that none of the foregoing will occur or be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of unless all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofforgoing occurs.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective Commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case case, unless stated otherwise, effective as at five one minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than the Purchaser shall subscribe for one Common Share from the Company for a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Rightsubscription price in cash equal to $61.50, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Purchaser shall be deemed to be assigned and transferred entered on the register of Common Shares maintained by or on behalf of the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldCompany; (b) at one minute after the Effective Time, Parent Sub shall loan the Company Funding Amount to Company Sub 2 on such terms as shall be specified in a promissory note issued by Company Sub 2 (the “Funding Note”), and such portion of the cash deposited with the Depositary as is equal to the Company Funding Amount shall thereupon cease to be beneficially owned by Parent Sub and shall be beneficially owned by Company Sub 2; (c) at two minutes after the Effective Time, pursuant to the Company Sub 2 Company Repayment Agreement, Company Sub 2 shall repay the Company Sub 2 Company Repayment Amount to the Company, and such portion of the cash deposited with the Depositary as is equal to the Company Sub 2 Company Repayment Amount shall thereupon cease to be beneficially owned by Company Sub 2 and shall be beneficially owned by the Company; (d) at three minutes after the Effective Time, Company Sub 2 shall distribute as a dividend, return of capital and/or otherwise (as specified by the Parent to the Company in a written notice delivered no later than three Business Days before the Closing Date) an amount equal to the Company Sub Distribution Amount to Company Sub 1, and such portion of the cash deposited with the Depositary as is equal to the Company Sub Distribution Amount shall thereupon cease to be beneficially owned by Company Sub 2 and shall be beneficially owned by Company Sub 1; (e) at four minutes after the Effective Time, pursuant to the Company Sub 2 Luxco Repayment Agreement, Company Sub 2 shall repay the Company Sub 2 Luxco Repayment Amount to Luxco, and such portion of the cash deposited with the Depositary as is equal to the Company Sub 2 Luxco Repayment Amount shall thereupon cease to be beneficially owned by Company Sub 2 and shall be beneficially owned by Luxco; (f) at five minutes after the Effective Time, pursuant to a contribution agreement between Company Sub 2 and Company Sub 3, Company Sub 2 shall contribute an amount equal to the Company Sub 3 Luxco Repayment Amount to Company Sub 3 as a contribution of capital, and such portion of the cash deposited with the Depositary as is equal to the Company Sub 3 Luxco Repayment Amount shall thereupon cease to be beneficially owned by Company Sub 2 and shall be beneficially owned by Company Sub 3; (g) at six minutes after the Effective Time, pursuant to the Company Sub 3 Luxco Repayment Agreement, Company Sub 3 shall repay the Company Sub 3 Luxco Repayment Amount to Luxco, and such portion of the cash deposited with the Depositary as is equal to the Company Sub 3 Luxco Repayment Amount shall thereupon cease to be beneficially owned by Company Sub 3 and shall be beneficially owned by Luxco; (h) at seven minutes after the Effective Time, Luxco shall distribute as a dividend, return of capital, repayment of share premium and/or otherwise (as specified by the Parent to the Company in a written notice delivered no later than three Business Days before the Closing Date) an amount equal to the Luxco Distribution Amount to the Company, and such portion of the cash deposited with the Depositary as is equal to the Luxco Distribution Amount (less any Taxes required by Law to be withheld therefrom) shall thereupon cease to be beneficially owned by Luxco and shall be beneficially owned by the Company; (i) at eight minutes after the Effective Time, Company Sub 1 shall distribute as a dividend, return of capital and/or otherwise (as specified by the Parent to the Company in a written notice delivered no later than three Business Days before the Closing Date) an amount equal to the Company Sub Distribution Amount to the Company, and such portion of the cash deposited with the Depositary as is equal to the amount by which (x) the Company Sub Distribution Amount exceeds (y) the Withholding Amount shall thereupon cease to be beneficially owned by Company Sub 1 and shall be beneficially owned by the Company; (j) at nine minutes after the Effective Time, in accordance with and pursuant to the terms of the applicable Equity Incentive Plans and award agreements (and included herein for administrative convenience only), (i) each Class A Company Option that is outstanding immediately prior to such time and granted prior to January 1, 2014 shall, automatically and without any required action on the part of the holder thereof, be fully vested, and shall be cancelled and shall only entitle the holder of such Company Option to receive (without interest), as soon as reasonably practicable after such time, an amount in cash equal to the product of (x) the number of Common Shares subject to such Company Option immediately prior to such time multiplied by (y) the excess, if any, of (A) the Consideration over (B) the exercise price per Common Share of such Company Option, less applicable Taxes required to be withheld with respect to such payment (for the avoidance of doubt, any Company Option which has an exercise price per Common Share that is greater than or equal to the Consideration shall be cancelled at such time for no consideration or payment); and (A) any vesting conditions applicable to each Company RSU that was granted prior to January 1, 2014 shall, automatically and without any required action on the part of the holder thereof, accelerate in full (with performance-based Company RSUs vesting at 200% of the target level applicable to such performance-based Company RSU), and (B) each such Company RSU shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Company RSU to receive (without interest), as soon as reasonably practicable after such time, an amount in cash equal to the Consideration, less applicable Taxes required to be withheld with respect to such payment; provided that with respect to any Company RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted to be paid at such time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the applicable Equity Incentive Plan and award agreement that will not trigger a Tax or penalty under Section 409A of the Code; (k) at 10 minutes after the Effective Time, each of the Common Shares held by Dissenting Holders in respect of which a Class A Shareholder has Dissent Rights have been validly exercised his, her or its Dissent Right shall be directly assigned and shall be deemed, without any further act or formality, to be transferred by such Dissenting Holder to Acquisitionco the Purchaser (free and clear of all Liens) in accordance with consideration for a debt claim against the Purchaser for an amount in cash determined under Article 3, and: (i) such Dissenting Holders shall cease to be the holders of such Common Shares and to have any rights as holders of such Common Shares other than the right to be paid a cash amount equal to the fair value of such Common Shares as set out in Section 3.1; (ii) such Dissenting Holders’ names shall be removed as the holders of such Common Shares from the register of Common Shares maintained by or on behalf of the Company; and (ciii) the names Purchaser shall be deemed to be the transferee of such Common Shares free and clear of all Liens, and shall be entered in the register of Common Shares maintained by or on behalf of the Company; (l) at 11 minutes after the Effective Time, the Company shall undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, and upon such reorganization of capital: (i) the articles of continuance of the Company shall be deemed to be amended such that (x) the authorized share capital of the Company is amended to create two new classes of shares consisting of an unlimited number of Class A Shareholders whose X Common Shares without nominal or par value, with terms and conditions as specified in Exhibit B, and an unlimited number of Preferred Shares without nominal or par value, with terms and conditions as specified in Exhibit C, and (y) the terms and conditions of the Common Shares are as specified in Exhibit A; and (ii) each Common Share then outstanding (other than any Common Shares in respect of which the Purchaser is the registered holder) shall be exchanged for (x) one-half of one Class A X Common Share and (y) one Preferred Share, which Class X Common Shares were transferred (including any fractional Class X Common Shares) and Preferred Shares shall thereupon be issued by the Company, and the Exchanged Common Shares shall thereupon be cancelled, and (A) the holders of the Common Shares so exchanged shall cease to Acquisitionco be the holders thereof and to have any rights or privileges as holders of such Common Shares; (B) such holders’ names shall be removed from the applicable registers register of holders the Common Shares maintained by or on behalf of Class A Shares, and Acquisitionco the Company; (C) each holder of Common Shares so exchanged shall be recorded and shall be deemed to be the holder of the Class X Common Shares and Preferred Shares (in each case free and clear of any Liens) so issued in exchange for such Common Shares and shall be entered in the register of the Company as the registered holder thereof; (D) the total amount to be added to the stated capital account maintained by the Company for the Preferred Shares shall be the Aggregate Redemption Amount; and (E) the total amount to be added to the stated capital account maintained by the Company for the Class X Common Shares shall be the amount by which (x) the “paid-up capital” (for purposes of the Tax Act) of the Exchanged Common Shares exceeds (y) the stated capital of the Preferred Shares; (m) at 12 minutes after the Effective Time, each issued and outstanding Preferred Share shall, without any further action by or on behalf of the Purchaser, the Company or any holder of Preferred Shares, be redeemed by the Company for a redemption price per share equal to the Redemption Consideration per Share, and such Preferred Shares shall thereupon be cancelled, and the holders of such Preferred Shares shall cease to be the holders thereof and to have any rights as holders of such Preferred Shares, other than the right to be paid the Redemption Consideration per Share, and such portion of the cash deposited with the Depositary as is equal to the Aggregate Redemption Amount shall thereupon cease to be beneficially owned by the Company and shall be beneficially owned by such former holders of Preferred Shares; (n) at 13 minutes after the Effective Time, each issued and outstanding Class X Common Share (including any fractional Class X Common Shares) shall, without any further action by or on behalf of the Purchaser, the Company or any holder of Class X Common Shares, be transferred (free and clear of all Liens) by the holder thereof to the Purchaser for a purchase price equal to the Class X Purchase Price (or, for any fractional Class X Common Shares, a pro rata portion of the Class A Shares so transferred X Purchase Price) and such portion of the cash deposited with the Depositary as is equal to the cash portion of the aggregate Class X Purchase Price shall thereupon cease to be beneficially owned by the Purchaser and shall be beneficially owned by such former holders of Class X Common Shares, less any amounts withheld pursuant to Section 4.3, and (i) such former holders of Class X Common Shares shall cease to be the holders of such Class X Common Shares and to have any rights as holders of such Class X Common Shares other than the right to be paid the Class X Purchase Price; (ii) such former holders’ names shall be removed as the holders of such Class X Common Shares from the register of Class X Common Shares maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the legal transferee of all such Class X Common Shares free and beneficial clear of all Liens, and shall be entered in the register of Class X Common Shares maintained by or on behalf of the Company as the sole owner of Class X Common Shares; (o) at 14 minutes after the Effective Time, in accordance with and pursuant to the terms of the applicable Equity Incentive Plans and award agreements (and included herein for administrative convenience only), (i) each Company Option that is outstanding immediately prior to such time and granted on or after January 1, 2014 shall, automatically and without any required action on the part of the holder thereof., cease to represent an option to purchase Common Shares and shall be converted into an option to purchase a number of Parent Shares equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Company Option immediately prior to such time and (y) the Equity Award Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Common Share of such Company Option immediately prior to such time divided by (B) the Equity Award Conversion Ratio; provided, however, that the exercise price and the number of Parent Shares purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of Parent Shares purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; provided further that, except as specifically provided above, following such time, each Company Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Option immediately prior to such time; provided, further, notwithstanding anything in this Plan of Arrangement to the contrary, if a Company Option is subject to an employment agreement with an individual holder in effect as of the date of the Arrangement Agreement that provides that such Company Option shall vest solely upon a change of control involving the Company (without the required occurrence of termination or any other event), such Company Option shall be treated as set forth in Section 2.3(j)(i) above; and (ii) each Company RSU, whether vested or unvested, that was granted on or after January 1, 2014 shall, automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in Common Shares and shall be converted into a Parent Stock-Based RSU with the number of Parent Shares subject to each such Parent Stock-Based RSU being equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Company RSU immediately prior to such time (based on a level of performance, for performance-based Company RSUs of (1) 166.67% of the target level for any such performance-based Company RSU granted in 2014 and (2) 133.33% of the target level for any such performance-based Company RSU granted in 2015) multiplied by (y) the Equity Award Conversion Ratio; provided that, except as specifically provided above, following such time, each such Parent Stock-Based RSU shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Company RSU immediately prior to such time; provided further that the level of performance for performance-based Company RSUs will be permanently fixed at the levels set forth above; provided, further, notwithstanding anything in this Plan of Arrangement to the contrary, if a Company RSU is subject to an employment agreement with an individual holder in effect as of the date of the Arrangement Agreement that provides that such Company RSU shall vest solely upon a change of control involving the Company (without the required occurrence of termination or any other event), such Company RSU shall be treated as set forth in Section 2.3(j)(ii) above

Arrangement. (1) Prior to At the Effective Time, the following steps events and transactions set out in Subsections 3.01(1)(a) to 3.01(1)(o), inclusive, will occur as and be deemed to occur, unless otherwise provided, in the order set out below, without any further act or formality, and with each event or transaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event or transaction: (a) the terms of the EnCana Rights Plan will be amended, waived, varied, suspended or rescinded in order to facilitate the completion of the transactions contemplated by the Arrangement; (i) the Rights attached to the EnCana Common Shares will be cancelled without any payment therefor; (ii) the issuance of Rights pursuant to the EnCana Rights Plan will be suspended until immediately following the issuance of the New EnCana Common Shares pursuant to the Initial EnCana Share Exchange; (iii) no EnCana Stock Options may be exercised or surrendered after the Effective at 11:00 p.m. on Time; and (iv) no EnCana SARs may be exercised after the Effective Time; (c) each EnCana DSU which has been credited to and is outstanding in the account of a DSU Exchange Participant pursuant to an EnCana DSU Plan shall be cancelled and, as the sole consideration therefor, the account of such DSU Exchange Participant in the applicable Cenovus DSU Plan shall be credited with the applicable number of Exchange Cenovus DSUs (the “DSU Exchange”). For greater certainty, a DSU Exchange Participant will receive no consideration for the cancellation of such DSU Exchange Participant’s EnCana DSUs other than the crediting of Exchange Cenovus DSUs. As the sole consideration for the grant of the Exchange Cenovus DSUs by Cenovus, EnCana will assign to Cenovus all of its rights under the Subco DSU Reimbursement Obligations; (d) the articles of Cenovus will be amended such that the rights, privileges, restrictions and conditions attaching to the Cenovus Special Shares will be as set out in Schedule F to this Plan of Arrangement; (e) the articles of EnCana will be amended to change the designation of the EnCana Common Shares from “Common Shares” to “Class A Common Shares” and to increase the voting rights of the EnCana Common Shares from one vote to two votes per EnCana Common Share, to amend the rights, privileges, restrictions and conditions attaching to the first preferred shares and second preferred shares of EnCana to be subordinate to the EnCana Special Shares, and to create and authorize the issuance of (in addition to the shares that EnCana is authorized to issue immediately before the Effective Time) the following two new classes of shares: (i) an unlimited number of New EnCana Common Shares; and (ii) an unlimited number of EnCana Special Shares, and the rights, privileges, restrictions and conditions attaching to each class of shares of EnCana will be as set out in Schedule A to this Plan of Arrangement; (f) each holder of an EnCana Stock Option will dispose of the Exercise Price Proportion of such holder’s EnCana Stock Options to Cenovus and the remaining portion to EnCana, and as the sole consideration therefor: (i) Cenovus will grant Cenovus Replacement Stock Options to the holder under the Cenovus Stock Option Plan; and (ii) EnCana will grant EnCana Replacement Stock Options to the holder under the EnCana Stock Option Plan (collectively, the “Option Exchange”), such that, for each EnCana Common Share that the holder would have been entitled to acquire pursuant to an EnCana Stock Option (and the terms of the EnCana Stock Option Plan), the holder will instead be entitled to acquire one New EnCana Common Share pursuant to the corresponding EnCana Replacement Stock Option and one Cenovus Common Share pursuant to the corresponding Cenovus Replacement Stock Option. For greater certainty, a holder of EnCana Stock Options will receive no consideration for the exchange of such EnCana Stock Options other than EnCana Replacement Stock Options and Cenovus Replacement Stock Options, and the EnCana Stock Options so exchanged will be cancelled and terminated concurrently with the Option Exchange. The original exercise price of a holder’s EnCana Stock Options will be allocated to the EnCana Replacement Stock Options and the Cenovus Replacement Stock Options acquired by the holder pursuant to the Option Exchange such that an amount equal to the Exercise Price Proportion of such original exercise price (rounded up to the nearest whole cent) will be payable by the holder to Cenovus under the Cenovus Replacement Stock Options and an amount equal to the remainder of such original exercise price will be payable by the holder to EnCana under the EnCana Replacement Stock Options. No EnCana Replacement Stock Option or Cenovus Replacement Stock Option may be exercised or surrendered until the day prior that is the day after the Option/SAR Measurement Date. As the sole consideration for the grant of the Cenovus Replacement Stock Options by Cenovus, EnCana will: (i) assign to Cenovus that portion of its rights under the Subco Option Reimbursement Obligations equal to the Effective Date, Exercise Price Proportion; and (ii) acknowledge that the sale grant of the shares Cenovus Replacement Stock Options to individuals who are not Subco Employees is a direct benefit to the business of ▇▇▇▇▇▇ Industries Inc. EnCana through providing remuneration and incentive to The ▇▇▇▇▇▇▇ Groupsuch persons and, Inc. shall occur accordingly, will agree to reimburse Cenovus in accordance with and on the terms specified in EnCana Reimbursement Obligation for all cash payments made by Cenovus upon the share purchase agreement dated —surrender of Cenovus Replacement Stock Options by individuals who are not, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to immediately after the Effective Time, Subco Employees; (g) each holder of an EnCana SAR will dispose of the Company shall cancel Exercise Price Proportion of such holder’s EnCana SARs to Cenovus and the remaining portion to EnCana, and as the sole consideration therefor: (i) Cenovus will grant Cenovus Replacement SARs to the holder under the Cenovus SAR Plan; and (ii) EnCana will grant EnCana Replacement SARs to the holder under the EnCana SAR Plan (collectively, the “SAR Exchange”), such that, for each Company OptionEnCana SAR held by the holder, DSU the holder will instead hold an EnCana Replacement SAR and RSU a Cenovus Replacement SAR. For greater certainty, a holder of EnCana SARs will receive no consideration for the exchange of such EnCana SARs other than EnCana Replacement SARs and Cenovus Replacement SARs, and the EnCana SARs so exchanged will be cancelled and terminated concurrently with the SAR Exchange. The original base value of a holder’s EnCana SARs will be allocated to the EnCana Replacement SARs and the Cenovus Replacement SARs acquired by the holder pursuant to the SAR Exchange such that an amount equal to the Exercise Price Proportion of such original base value (rounded up to the nearest whole cent) will be the base value of the Cenovus Replacement SARs and an amount equal to the remainder of such original base value will be the base value of the EnCana Replacement SARs. No EnCana Replacement SARs or Cenovus Replacement SARs may be exercised until the day that is outstanding the day after the Option/ SAR Measurement Date. As the sole consideration for the grant of the Cenovus Replacement SARs by Cenovus, EnCana will: (i) assign to Cenovus that portion of its rights under the Subco SAR Reimbursement Obligations equal to the Exercise Price Proportion; and (ii) acknowledge that the grant of the Cenovus Replacement SARs to individuals who are not Subco Employees is a direct benefit to the business of EnCana through providing remuneration and incentive to such persons and, accordingly, will agree to reimburse Cenovus in accordance with the EnCana Reimbursement Obligation for all cash payments made by Cenovus upon the exercise of Cenovus Replacement SARs by individuals who are not, immediately after the Effective Time, Subco Employees; (h) each EnCana Shareholder will simultaneously transfer to EnCana, with good and marketable title thereto and free from any Encumbrances, all of the EnCana Common Shares held by such EnCana Shareholder (other than EnCana Common Shares in respect of which Dissent Rights are validly exercised), and as the sole consideration for each EnCana Common Share so transferred, EnCana will issue to each such EnCana Shareholder one New EnCana Common Share and one EnCana Special Share (the “Initial EnCana Share Exchange”). In connection with the Initial EnCana Share Exchange: (i) EnCana will not make a joint election under the provisions of Subsection 85(1) or Subsection 85(2) of the Tax Act with any EnCana Shareholder; (ii) subject to Subsection 3.01(1)(h)(iii), the amount in the stated capital account maintained by EnCana for the EnCana Common Shares will be deducted from such account and a portion thereof will be added to the stated capital account maintained by EnCana for each of the New EnCana Common Shares and the EnCana Special Shares based on the proportion thereof that the fair market value of each of such two classes of shares is of the fair market value of the EnCana Common Shares so exchanged, with all such fair market values determined in accordance with the authorization of the board of directors of EnCana at the time of the Initial EnCana Share Exchange; and (iii) the amounts to be added to the stated capital accounts maintained by EnCana for the New EnCana Common Shares and EnCana Special Shares pursuant to Subsection 3.01(1)(h)(ii) will not, in the aggregate, be greater than the PUC of the EnCana Common Shares so exchanged at the time of the Initial EnCana Share Exchange; (i) concurrently with the issuance of the New EnCana Common Shares pursuant to the Initial EnCana Share Exchange: (i) all of the EnCana Common Shares acquired by EnCana pursuant to the Initial EnCana Share Exchange will be cancelled; and (ii) the New EnCana Common Shares will, outside and not as part of this Plan of Arrangement, continue to be listed for trading on the TSX and NYSE and, for greater certainty, such continued listing will be effective before the redemption of the EnCana Special Shares pursuant to Subsection 3.01(2)(b) and the redemption of the Cenovus Special Shares pursuant to Subsection 3.01(2)(a); (j) immediately following the issuance of the New EnCana Common Shares pursuant to the Initial EnCana Share Exchange, a Right will be issued by EnCana in respect of each New EnCana Common Share pursuant to the EnCana Rights Plan, the terms of which, including the exercise price thereof (subject to adjustment in accordance with Subsection 2.3(c) of the EnCana Rights Plan), will be identical to the terms of the Rights which were attached to the EnCana Common Shares immediately prior to the Effective Time, whether vested provided that, for the purposes of the EnCana Rights Plan, the New EnCana Common Shares shall be the Common Shares (as defined in the EnCana Rights Plan) and the Exercise Price (as defined in the EnCana Rights Plan) shall be determined based on the first five consecutive Trading Days, commencing on or unvestedafter the Effective Date, on which the New EnCana Common Shares trade on the TSX, on an “if, as and when issued” basis or otherwise, and no further adjustments shall be required pursuant to Section 2.3 of the EnCana Rights Plan as a result of this Plan of Arrangement; (k) each EnCana Shareholder will simultaneously transfer to Cenovus, with good and marketable title thereto and free from any Encumbrances, all of the EnCana Special Shares held by such EnCana Shareholder, and, as the sole consideration for each EnCana Special Share so transferred, Cenovus will issue to each such EnCana Shareholder one Cenovus Common Share (the “Initial Cenovus Share Exchange”). In connection with the Initial Cenovus Share Exchange: (i) if requested by an Eligible Holder within 180 days after the Effective Date, Cenovus, through its successor, Amalco, will jointly elect with such Eligible Holder to have the provisions of Subsection 85(1) of the Tax Act (or, in exchange for such cancellation will pay the case of an Eligible Holder that is a partnership, Subsection 85(2) of the Tax Act), and the corresponding provisions of any applicable provincial legislation, apply to the holders thereof Initial Cenovus Share Exchange with the amounts agreed amount to be specified by such Eligible Holder (subject to the limitations set forth out in the acknowledgments Tax Act and releases executed by such holdersany applicable provincial legislation); and (cii) Immediately prior in accordance with the CBCA, Cenovus will add to the Effective Time, each stated capital account maintained by Cenovus for the Cenovus Common Shares an amount that will not exceed the aggregate PUC of the Denco Trust EnCana Special Shares so transferred to Cenovus less the amount, if any, by which the aggregate PUC of the EnCana Special Shares that are the subject of elections under Subsection 85(1) or 85(2) of the Tax Act exceeds the aggregate agreed amounts specified in such elections; (l) concurrently with the issuance of the Cenovus Common Shares pursuant to the Initial Cenovus Share Exchange, the Cenovus Common Shares will, outside and not as part of this Plan of Arrangement, be listed on the TSX and NYSE (subject to standard post-closing listing conditions imposed by the TSX and NYSE in similar circumstances) and, for greater certainty, such listing on the TSX will occur before the redemption of the EnCana Special Shares pursuant to Subsection 3.01(2)(b) and the Automotive & General Trusts redemption of the Cenovus Special Shares pursuant to Subsection 3.01(2)(a); (m) immediately following the issuance of the Cenovus Common Shares pursuant to the Initial Cenovus Share Exchange, provided that the Cenovus Rights Plan has been approved by the EnCana Shareholders, a Right will be dissolved and issued by Cenovus in respect of each Cenovus Common Share outstanding pursuant to the Cenovus Rights Plan; (n) EnCana will transfer to Cenovus all of their property the Distribution Property (the “Distribution Property Exchange”), with good and marketable title thereto and free from any Encumbrances. As the consideration for the Distribution Property so transferred by EnCana to Cenovus, Cenovus will: (i) issue to EnCana 100 Cenovus Special Shares, having an aggregate redemption amount, as determined pursuant to the articles of Cenovus, equal to the fair market value of the Distribution Property at the time of transfer less the amount of the Cenovus Non-Share Consideration; and (ii) incur any Cenovus Non-Share Consideration; and (o) in connection with the Distribution Property Exchange: (i) Cenovus and EnCana will jointly elect to have the provisions of Subsection 85(1) of the Tax Act apply to the transfer of the Distribution Property. The agreed amount in respect of the election will not exceed the fair market value of the Distribution Property. The agreed amount will be distributed on dissolution an amount equal to the Companygreater of the cost amount (for the purposes of the Tax Act) of the Distribution Property to EnCana and the fair market value of any Cenovus Non-Share Consideration; (ii) in accordance with the CBCA, the amount added to the stated capital of Cenovus Special Shares issued by Cenovus to EnCana as described in Subsection 3.01(1)(n), will be equal to the agreed amount described in Subsection 3.01(1)(o)(i) for the Distribution Property less the fair market value of any Cenovus Non-Share Consideration; and (iii) as a result of the transfer of the Distribution Property to Cenovus, the net fair market value of the property received by Cenovus will be equal to or approximate that proportion of the net fair market value of all property owned by EnCana immediately before the transfer that: (A) the aggregate fair market value of the EnCana Special Shares owned by Cenovus immediately before the transfer, is of (B) the aggregate fair market value of all the issued and outstanding shares of EnCana immediately before the transfer. (2) At Immediately after the Effective Time Listing Time, the following shall events and transactions set out in Subsections 3.01(2)(a) to 3.01(2)(k), inclusive, will occur and shall be deemed to occur as in the order set out below below, without any further authorization, act or formality, in and with each case effective as at five minute intervals starting at event or transaction occurring and being deemed to occur immediately after the Effective Timeoccurrence of the immediately preceding event or transaction: (a) each Class A Share Cenovus will redeem for cancellation all of the outstanding at the Effective Time, other than a Class A Share Cenovus Special Shares held by EnCana for an amount equal to the aggregate redemption amount (ias determined pursuant to the articles of Cenovus) for such Cenovus Special Shares and will issue to EnCana as the sole consideration therefor a Dissenting Holder who has validly exercised his, her or its Dissent Right, and demand promissory note (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens“Cenovus Redemption Note”) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof.a prin

Arrangement. (1) Prior to the Effective Time, Each of the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Arrangement Effective Time: (a1) each Class A Share outstanding at At the Arrangement Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Rightthe Parent Common Shares shall be, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be, consolidated on the basis of one Parent Common Share for every 10 Parent Common Shares outstanding (the “Consolidation”). Each fractional Parent Common Share arising as a result of the Consolidation that is less than ½ of a Parent Common Share will be assigned cancelled without payment of any consideration therefor, and each fractional Parent Common Share arising as a result of the Consolidation that is at least ½ of a share will be changed into one whole Parent Common Share. As a result of the Consolidation, pursuant to the terms of the Parent Equity Plans, Parent Options and Parent RSUs shall continue but the terms shall be modified as follows: (a) the number of Parent Options held by each holder of Parent Options and the number of Parent Common Shares to which such holder of Parent Options is entitled upon exercise of such Parent Options will be divided by 10 (rounded down to the nearest whole number (and which cannot be rounded to less than one)), and the exercise price per Parent Common Share issuable upon the exercise of such Parent Options shall be multiplied by 10; and (b) the number of Parent RSUs held by each holder of Parent RSUs and, where the RSUs entitle the holder to a number of Parent Common Shares or cash equivalent on settlement, the number of Parent Common Shares or cash equivalent to which such holder of Parent RSUs is entitled upon settlement of such Parent RSUs will be divided by 10 (rounded down to the nearest whole number (and which cannot be rounded to less than one)). (2) Five minutes after the step in Section 2.3(1), each Dissent Share shall be deemed to have been transferred without any further action by or on behalf of the holder thereof to Acquisitionco Bidco in exchange for a debt claim against Bidco for the Consideration amount determined in accordance with Section 3.1, and: (a) such Dissenting Holder shall cease to be the holder of such Parent Common Share and to have any rights as a Parent Common Shareholder, other than the debt claim against Bidco for each Class A Share heldthe amount determined in accordance with Section 3.1; (b) each Class A Share such Dissenting Holder’s name shall be removed from the central securities register of Parent in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by each such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3Parent Common Share; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco Bidco shall be recorded in the central securities register of Parent in respect of the Parent Common Shares as the registered holder of the Class A Parent Common Shares so transferred transferred, and shall be deemed to be the legal and beneficial owner thereof. (3) Five minutes after the steps in Section 2.3(2), each outstanding Parent Common Share (for greater certainty, excluding Parent Common Shares in respect of which Dissenting Holders have validly exercised their respective Dissent Rights, if any) shall be transferred without any further action by or on behalf of the holder thereof, to Bidco in exchange for one (1) Bidco Share and the Bidco Cash Consideration, and in respect of the Parent Common Shares so transferred: (a) the holder of each such Parent Common Share shall cease to be the holder thereof and to have any rights as a Parent Common Shareholder other than the right to receive one (1) Bidco Share and Bidco Cash Consideration in accordance with this Plan of Arrangement; (b) such holder’s name shall be removed from the central securities register of Parent in respect of each such Parent Common Share; and (c) Bidco shall be recorded in the central securities register of Parent in respect of the Parent Common Shares as the holder of the Parent Common Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof. (4) Immediately after the steps in Section 2.3(3), each outstanding Bidco Share that was issued under Section 2.3(3) shall be transferred without any further action by or on behalf of the holder thereof, to New Wildlife in exchange for one (1) share of New Wildlife Common Stock, and in respect of the Bidco Shares so transferred: (a) the holder of each such Bidco Share shall cease to be the holder thereof and to have any rights as a shareholder of Bidco other than the right to receive one (1) share of New Wildlife Common Stock in accordance with this Plan of Arrangement; (b) such holder’s name shall be removed from the central securities register of Bidco in respect of each such Bidco Share; and (c) New Wildlife shall be recorded in the central securities register of Bidco in respect of the Bidco Shares as the holder of the Bidco Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof. (a) Five minutes after the steps in Section 2.3(4), the Parent Options outstanding immediately following the step in Section 2.3(1) shall be exchanged for options (“Replacement Options”) granted by New Wildlife to acquire the same number of shares of New Wildlife Common Stock as the number of Parent Common Shares that the holders thereof would be entitled to acquire following the step in Section 2.3(1), provided that, if the foregoing would result in the issuance of a fraction of a share of New Wildlife Common Stock, then the number of shares of New Wildlife Common Stock issuable pursuant to such Replacement Options shall be rounded down to the nearest whole number of shares of New Wildlife Common Stock. Such Replacement Options shall have an exercise price per share of New Wildlife Common Stock equal to the exercise price per Parent Common Share of such Parent Options immediately following the step in Section 2.3(1). (b) Except, as provided in this Section 2.3(5), each Replacement Option shall be subject to the terms of the applicable Parent Equity Plan and have the same terms and conditions with respect to vesting, conditions to and manner of exercising, term to expiry and otherwise as were applicable to the Parent Option for which it was exchanged, and any certificate or award agreement previously evidencing the applicable Parent Options shall thereafter evidence and be deemed to evidence such Replacement Options; provided however that New Wildlife’s board of directors or a committee thereof will succeed to the authority and responsibility of P▇▇▇▇▇’s board of directors or any committee thereof with respect to each Replacement Option. Thereafter, the Parent Options so exchanged shall be cancelled and the holders of such Parent Options will cease to be the holders thereof or to have any rights as holders in respect of such Parent Options and the names of the holders thereof will be removed from the applicable securities register of Parent with respect to such Parent Options. (c) It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Parent Option for a Replacement Option. Accordingly, if applicable, the exercise price of a Replacement Option will be automatically adjusted nunc pro tunc such that the In-The-Money Value of the Replacement Option immediately after the exchange does not exceed the In-The-Money Value of the Parent Option for which it was exchanged immediately before the exchange. (a) Five minutes after the steps in Section 2.3(5), the Parent RSUs outstanding immediately following the step in Section 2.3(1) shall be exchanged for restricted share units (“Replacement RSUs”) granted by New Wildlife to acquire the same number of shares of New Wildlife Common Stock or cash equivalent as the number of Parent Common Shares or cash equivalent that the holders thereof would be entitled to receive following the step in Section 2.3(1), provided that, if the foregoing would result in the entitlement to a fraction of a share of New Wildlife Common Stock or cash equivalent on any particular settlement of Parent RSUs, then the number of shares of New Wildlife Common Stock issuable pursuant to such Replacement RSUs or cash equivalent shall be rounded down to the nearest whole number of shares of New Wildlife Common Stock. (b) Each Replacement RSU shall be subject to the terms of the applicable Parent Equity Plan and have the same terms and conditions with respect to vesting, term to expiry and otherwise as were applicable to the Parent RSU for which it was exchanged, and any certificate or award agreement previously evidencing the applicable Parent RSUs shall thereafter evidence and be deemed to evidence such Replacement RSUs; provided however that New Wildlife’s board of directors or a committee thereof will succeed to the authority and responsibility of P▇▇▇▇▇’s board of directors or any committee thereof with respect to each Replacement RSU. Thereafter, the Parent RSUs so exchanged shall be cancelled and the holders of such Parent RSUs will cease to be the holders thereof or to have any rights as holders in respect of such Parent RSUs and the names of the holders thereof will be removed from the applicable securities register of Parent with respect to such Parent RSUs. (7) Notwithstanding any provision herein to the contrary, the parties agree that this Plan of Arrangement will be carried out with the intention that all Replacement Options and Replacement RSUs granted on completion of this Plan of Arrangement will be granted in reliance on an exemption from the registration requirements of the Securities Act, including the exemption provided by section 3(a)(10) thereof.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Inco Common Share outstanding at the Effective Time, (other than an Inco Restricted Share or a Class A Share held by (iSubject Share) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not will be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco P▇▇▇▇▇ Dodge Subco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (ci) the names number of P▇▇▇▇▇ Dodge Common Shares equal to the Exchange Ratio, and (ii) cash in the amount of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall Cash Consideration, and the name of such holder will be removed from the applicable registers register of holders of Class A Inco Common Shares, and Acquisitionco shall P▇▇▇▇▇ Dodge Subco will be recorded as the registered holder of the Class A Shares so transferred such Inco Common Share and shall will be deemed to be the legal and beneficial owner of such share free of any claims or encumbrances; (b) each Inco Restricted Share outstanding immediately prior to the Effective Time will be transferred by the holder thereof to P▇▇▇▇▇ Dodge Subco in exchange for a number of P▇▇▇▇▇ Dodge Common Shares equal to the Stock Award Exchange Ratio, and the name of such holder will be removed from the register of holders of Inco Common Shares, and P▇▇▇▇▇ Dodge Subco will be recorded as the registered holder of such Inco Restricted Share and will be deemed to be the legal and beneficial owner of such share free of any claims or encumbrances, and the former holder of each Inco Restricted Share shall hold the P▇▇▇▇▇ Dodge Common Shares receivable in exchange on the same terms and conditions as were applicable to such Inco Restricted Share pursuant to the K▇▇▇ Plan under which it was issued and the agreement evidencing the grant thereto prior to the Effective Time; (c) each Inco Option outstanding immediately prior to the Effective Time, whether or not vested, shall be cancelled and in exchange therefor the holder shall receive a fully vested option granted by P▇▇▇▇▇ Dodge (a “Converted P▇▇▇▇▇ Dodge Option”) to acquire (on the same terms and conditions other than vesting as were applicable to such Inco Option pursuant to the relevant Inco Option Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time) the number (rounded down to the nearest whole number) of P▇▇▇▇▇ Dodge Common Shares determined by multiplying (A) the number of Inco Common Shares subject to such Inco Option immediately prior to the Effective Time by (B) the Stock Award Exchange Ratio. The exercise price per P▇▇▇▇▇ Dodge Common Share subject to any such Converted P▇▇▇▇▇ Dodge Option (the “Converted P▇▇▇▇▇ Dodge Option Exercise Price”) will be an amount (rounded up to the nearest one hundredth of a cent) equal to the quotient of (A) the exercise price per Inco Common Share subject to such Inco Option immediately prior to the Effective Time and (B) the Stock Award Exchange Ratio, expressed in U.S. dollars based on the noon buying rate of the Bank of Canada on the last trading day immediately preceding the Effective Date; provided that the exercise price otherwise determined shall be increased to the extent required to ensure that the In The Money Amount of the Converted P▇▇▇▇▇ Dodge Option is equal to the In The Money Amount of the corresponding Inco Option. For greater certainty, if a particular Inco Option includes an Inco SAR, the corresponding Converted P▇▇▇▇▇ Dodge Option will include a stock appreciation right subject to the same terms and conditions (other than vesting) as were applicable to the Inco SAR (including for greater certainty the right to exercise it in respect of part of the Converted P▇▇▇▇▇ Dodge Option to which it relates) except that the stock appreciation right, which may be exercised in lieu of, but not in addition to, the Converted P▇▇▇▇▇ Dodge Option, shall represent the right to receive, upon exercise (and consequent surrender of the Converted P▇▇▇▇▇ Dodge Option), (i) the number of P▇▇▇▇▇ Dodge Common Shares (rounded down to the nearest whole share) having an aggregate fair market value on the date of exercise equal to the positive difference between (A) the aggregate fair market value of the P▇▇▇▇▇ Dodge Common Shares subject to the corresponding Converted P▇▇▇▇▇ Dodge Option and (B) the aggregate Converted P▇▇▇▇▇ Dodge Option exercise price, (ii) the equivalent amount of cash, or (iii) an equivalent combination thereof, as P▇▇▇▇▇ Dodge may determine in its sole discretion. The conversion mechanism set forth in this section 3.2(c) shall be adjusted to the extent required to comply with Section 409A of the Code and the rules, regulations and guidance promulgated thereunder, where applicable; (d) P▇▇▇▇▇ Dodge Subco shall add to the stated capital account maintained for its common shares the fair market value of the P▇▇▇▇▇ Dodge Common Shares delivered by P▇▇▇▇▇ Dodge on behalf of P▇▇▇▇▇ Dodge Subco pursuant to section 6.1(a)(i); and (e) the Amalgamating Corporations shall be amalgamated and continue as one corporation (“Amalco”) on the terms prescribed in this Plan of Arrangement (the “Amalgamation”) and: (i) Amalco shall possess all of the property, rights, privileges and franchises and shall be subject to all of the liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations (in each case excluding any security issued by one Amalgamating Corporation and held by the other Amalgamating Corporation and any liability or obligation of one Amalgamating Corporation to the other Amalgamating Corporation); (ii) a conviction against, or ruling, order or judgment in favour of or against an Amalgamating Corporation may be enforced by or against Amalco; (iii) the Articles of Arrangement shall be deemed to be the articles of amalgamation of Amalco and, except for the purposes of subsection 104(1) of the CBCA, the Certificate shall be deemed to be the certificate of amalgamation of Amalco; (iv) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the Effective Time; (v) all issued and outstanding Inco Common Shares, including for certainty all issued and outstanding Inco Restricted Shares and Subject Shares, shall be cancelled without any repayment of capital in respect thereof; and (vi) each common share of P▇▇▇▇▇ Dodge Subco shall become one Amalco Common Share.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below consecutively in the following order, each occurring five minutes following completion of the previous event without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) with respect to Norbord Options and Norbord RSUs held by the Norbord Continuing Executives and all outstanding Norbord DSUs, whether held by Norbord Continuing Executives, Norbord Departing Executives or Norbord directors, such Incentive Securities will continue in full force and effect without amendment except as provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan, Norbord RSU Plan or Norbord DSU Plans or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof): (i) each Class A Share Norbord Option outstanding at immediately prior to the Effective Time shall, without any further action on the part of any holder thereof, be exchanged for a Replacement Option to acquire, on the same terms and conditions as were applicable under such Norbord Option immediately prior to the Effective Time, such number of West Fraser Shares equal to (1) that number of Norbord Shares that were issuable upon exercise of such Norbord Option immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, rounded down to the nearest whole number of West Fraser Shares, at an exercise price per West Fraser Share equal to the quotient determined by dividing (X) the exercise price per Norbord Share at which such Norbord Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent; provided that the exercise price of such Replacement Option shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of such Replacement Option does not exceed the In the Money Amount (if any) of such Norbord Option before the exchange; (ii) each Norbord RSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms (other than a Class A Share those terms and conditions rendered inoperative by reason of the Transaction) provided that the terms of such Norbord RSUs shall be deemed to be amended, in accordance with the adjustment provisions of the Norbord RSU Plan, so as to substitute for the Norbord Shares subject to such Norbord RSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord RSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio; and (iii) with respect to the Norbord DSUs, after taking into account any prior crediting of salary and director fees earned in the form of Norbord DSUs, each Norbord DSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms provided that the terms of such Norbord DSUs shall be deemed to be amended, in accordance with the adjustment provisions of the Norbord DSU Plans, so as to substitute for the Norbord Shares subject to such Norbord DSUs such number of West Fraser Shares equal to (1) the number of Norbord Shares subject to the Norbord DSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio; (b) with respect to Incentive Securities, other than Norbord DSUs, held by each of the Norbord Departing Executives, such Incentive Securities will be terminated in the manner provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy Ainsworth Option Plan or Norbord RSU Plan or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof): (i) each Norbord Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Norbord Stock Option Plan or the Legacy Ainsworth Option Plan, be surrendered by the holder thereof to Norbord in exchange for a cash payment by Norbord equal to the number of Norbord Shares issuable upon exercise of such Norbord Option, multiplied by (1) the Payout Value, less (2) the applicable exercise price of such Norbord Option, and, for greater certainty, where such amount is zero or a negative Norbord shall be obligated to pay the holder of such Norbord Option a cash payment equal to $0.01 in respect of each such Norbord Option, and thereafter each such Norbord Option shall immediately be cancelled and terminated; and (ii) each Norbord RSU, whether vested or unvested, outstanding immediately prior to the Effective Time shall be cancelled in exchange for a cash payment equal to the Payout Value, and thereafter each such Norbord RSU shall immediately be cancelled and terminated, in each case, subject to the applicable Tax withholdings and other source deduction provisions of this Plan of Arrangement; (c) the exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date; (d) each Dissenting Holder who has validly exercised hisShareholder shall transfer to Norbord all of the Dissent Shares held, her without any further act or formality on its part, and, in consideration therefor, Norbord shall be deemed to have issued to the Dissenting Shareholder a debt-claim to be paid the aggregate fair value of those Dissent RightShares as determined pursuant to Section 4.1, and, in respect of the Dissent Shares so deemed to be transferred: (i) the Dissenting Shareholder shall cease to be a holder of such Dissent Shares; (ii) the name of the Dissenting Shareholder shall be removed from the register of Shareholders as of the Effective Time; (iii) the Dissenting Shareholder shall have been deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissent Shares to Norbord; and (iv) the Dissent Shares shall be cancelled by Norbord and the central securities register of Norbord shall be revised accordingly; (e) each Qualifying Holdco Share of a particular Qualifying Holdco that is outstanding and held by a Qualifying Holdco Shareholder shall be transferred and deemed to be transferred by the Qualifying Holdco Shareholder to West Fraser (free and clear of any Liens) in accordance with the applicable Holdco Agreement in exchange for the Holdco Share Consideration for the particular Qualifying Holdco; (f) each Norbord Share (other than (i) any Dissent Share and (ii) if applicableany Norbord Share held by a Qualifying Holdco, the Purchaser, Acquisitionco or any Qualifying Holdco Shares of their affiliates which are acquired by West Fraser pursuant to Section 3.1(e) (which Class A Share, if any, shall not be exchanged under the Arrangement but and shall remain outstanding as a Class A Norbord Share held by the Purchaser, Acquisitionco or such affiliateQualifying Holdco), ) shall be deemed transferred and assigned to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco West Fraser (free and clear of all any Liens) in accordance with Article 3exchange for the Consideration; and (cg) with respect to each Norbord Share or Qualifying Holdco Share deemed to have been transferred and assigned in accordance with Section 3.1(e) or Section 3.1(f): (i) the names registered holder thereof shall cease to be the registered holder of such Norbord Share or Qualifying Holdco Share (as applicable) and the Class A Shareholders whose Class A Shares were transferred to Acquisitionco name of such registered holder shall be removed from the register of Shareholders or Qualifying Holdco Shareholders (as applicable) as of the Effective Time of the applicable registers of holders of Class A Shares, transfer and Acquisitionco shall be recorded as assignment provided for in Section 3.1(e) or Section 3.1(f); (ii) the registered holder of the Class A Shares so transferred and thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Norbord Share or Qualifying Holdco Share; and (iii) West Fraser will be the legal holder of all of the outstanding Norbord Shares and beneficial owner thereofQualifying Holdco Shares and the central securities register of Norbord and any Qualifying Holdco shall be revised accordingly.

Arrangement. (1) Prior Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Time and as more fully set forth in the following steps will occur as set out belowPlan of Arrangement: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with Each Company Common Share issued and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective TimeTime held by a shareholder of the Company that has validly exercised its Dissent Right in respect of the Arrangement will be transferred by such shareholder to Acquiror Canadian Sub. (b) Each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Company Common Shares owned, directly or indirectly, by Acquiror, Acquiror Canadian Sub and other than Company Common Shares with respect to which Dissent Rights in respect of the Arrangement have been properly exercised and not withdrawn) will be transferred by such shareholder to Acquiror Canadian Sub in exchange for the Consideration. (c) Each outstanding Company Stock Option, each outstanding restricted stock unit that is measured in relation to, or settleable in, Company Common Shares (a “Company RSU”) and each award of restricted stock relating to Company Common Shares (a “Company Restricted Stock Award”) (each such Company Stock Option, Company RSU and Company Restricted Stock Award, a “Company Compensatory Award”), whether vested or unvested, shall be assumed by Acquiror and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At converted automatically at the Effective Time into an option, restricted stock unit or restricted stock award, as the following shall occur case may be, denominated in shares of Acquiror Common Stock based on the Share Exchange Ratio and shall be deemed subject to occur as set out below without any further authorization, act or formality, terms and conditions substantially identical to those in each case effective as at five minute intervals starting effect at the Effective Time: Time (a) each Class A Share outstanding at the Effective Timesuch assumed Company Compensatory Award, other than a Class A Share held by an “Assumed Company Award”), except that (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, the number of shares of Acquiror Common Stock that will be subject to each such Assumed Company Award shall be determined by multiplying the number of Company Common Shares subject to such Assumed Company Award by the Share Exchange Ratio (rounded down to the nearest whole share) and (ii) if applicable, the Purchaser, Acquisitionco exercise or any purchase price per share of their affiliates each such Assumed Company Award shall equal (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (cA) the names per share exercise or purchase price of each such Assumed Company Award divided by (B) the Class A Shareholders whose Class A Shares were transferred Share Exchange Ratio (rounded upwards to Acquisitionco the nearest whole cent). At the Effective Time, Acquiror shall be removed from assume the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofCompany Stock Plan.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective 3.1 Commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events set out below shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective formality except as at five minute intervals starting at the Effective Timeotherwise provided herein: (a) each Class A Share outstanding at US Gold shall contribute cash in the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any amount of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed $1 million to be assigned and transferred by the holder thereof to Acquisitionco Callco in exchange for the Consideration issuance of an additional 150,000,000 shares of common stock of Callco to US Gold, and Callco shall contribute cash in the amount of $1 million to Exchangeco in exchange for each Class A Share heldthe issuance of an additional 150,000,000 shares of common stock of Exchangeco to Callco; (b) Subject to Section 5.5, each Class A Share issued and outstanding Minera Andes Share, other than those held by Dissenting Shareholders, will be transferred to Exchangeco in respect exchange for such number of which a Class A Shareholder has validly exercised hisfully paid and non-assessable Exchangeable Shares as is equal to the number of Minera Andes Shares so exchanged multiplied by the Exchange Ratio, her or its Dissent Right and such transfer shall be directly assigned reflected in the register of holders of Exchangeable Shares and in the register of holders of Minera Andes Shares accordingly; (c) Subject to applicable Laws and regulatory approval, each Minera Andes Option (whether vested or unvested) outstanding immediately prior to the Effective Time shall be converted for and deemed to be an option (a "Replacement Option") to purchase such number of US Gold Shares equal to the product of the Exchange Ratio multiplied by the number of Minera Andes Shares issuable upon exercise of such Minera Andes Option. Such Replacement Option shall provide for an exercise price per US Gold Share equal to the exercise price per share of such Minera Andes Option immediately prior to the Effective Time divided by the Exchange Ratio provided that the exercise price otherwise determined shall be adjusted to the extent, if any, required to ensure that the "in-the-money" amount with respect to the Replacement Options immediately after the Effective Time does not exceed the "in-the-money" amount with respect to such Minera Andes Options immediately before the Effective Time. If the foregoing calculation results in a Replacement Option being exercisable for a fraction of a US Gold Share, then the number of US Gold Shares subject to such Replacement Option shall be rounded down to the next whole number of US Gold Shares and the total exercise price for the Replacement Option will be reduced by the exercise price of the fractional US Gold Share. If the foregoing calculation results in the exercise price for a Replacement Option being an exercise price per US Gold Share including a fraction of a cent, the exercise price shall be rounded up to the next whole cent. The term to expiry and vesting schedule of each Replacement Option and the other terms and conditions of each Replacement Option will be as provided for under the Minera Andes stock option plan and in individual stock option grant agreements, other than the fact that each Replacement Option is exercisable for a US Gold Share instead of a Minera Andes share and subject to the foregoing provisions. (d) Each Minera Andes Share held by a Dissenting Shareholder shall be transferred by such Dissenting Holder the registered holder thereof to Acquisitionco (free Minera Andes and clear of all Liens) Minera Andes shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3; and (c) 4 in exchange for such Minera Andes Shares, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers central securities register as a holder of Minera Andes Shares and such Minera Andes Shares shall cease to be outstanding; (e) Coincident with the share exchange set out in Section 3.1(b), (i) US Gold, Callco and Exchangeco shall execute and deliver the Support Agreement and (ii) US Gold, Callco, Exchangeco and the trustee to be appointed under such agreement shall execute and deliver the Voting and Exchange Trust Agreement, and (iii) US Gold shall issue to and deposit with the trustee under the Voting and Exchange Trust Agreement the Special Voting Share, in consideration of the payment to US Gold of $1.00, to be thereafter held of record by the trustee as trustee for and on behalf of, and for the use and benefit of, the holders of Class A Shares, the Exchangeable Shares in accordance with the Voting and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofExchange Trust Agreement.

Arrangement. (1) Prior to the Effective TimeUnless otherwise indicated, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur occur, as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time, sequentially in the following order without any further act or formality: (a) Each In the Money Esperanza Option that has not been duly exercised prior to the Effective Time shall be deemed to be surrendered and shall be cancelled, each Class A agreement relating to each In the Money Esperanza Option shall be terminated and of no further force and effect and each holder of In the Money Esperanza Options shall be entitled to receive for each Esperanza Share outstanding at subject to such In the Money Esperanza Option immediately prior to the Effective Time, other than a Class A Share held by : (i) a Dissenting Holder who has validly exercised his, her cash payment from or its Dissent Righton behalf of Esperanza equal to the amount by which $0.85 exceeds the applicable exercise price per Esperanza Share of such In the Money Esperanza Option, and (ii) 0.0625 Alamos Warrants; provided that if applicablethe foregoing would result in the issuance of a fraction of an Alamos Warrant, then the Purchaser, Acquisitionco or any number of their affiliates Alamos Warrants otherwise issued shall be rounded up to the nearest whole number of Alamos Warrants. (which Class A Share, if any, shall b) Each Out of the Money Esperanza Option that has not be exchanged under been duly exercised prior to the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Effective Time shall be deemed to be assigned surrendered and transferred by shall be cancelled, each agreement relating to each Out of the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held;Money Esperanza Option shall be terminated and of no further force and effect. (bc) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right The Esperanza Shares held by Dissenting Shareholders shall be directly assigned and transferred by such Dissenting Holder deemed to Acquisitionco have been surrendered to Subco for cancellation (free and clear of all any Liens) without any further act or formality and shall be cancelled and such Dissenting Shareholders shall cease to be the holders of such Esperanza Shares and to have any rights as holders of such Esperanza Shares other than the right to be paid fair value for such Esperanza Shares as set out in accordance with Article 3; andsection 5.1, and such Dissenting Shareholders’ names shall be removed as the holders of such Esperanza Shares from the central securities register of Esperanza Shares. (cd) Each Esperanza Share issued and outstanding at the names Effective Time will be deemed to be transferred to and acquired by Subco (without any action on the part of the Class A Shareholders whose Class A holder of the Esperanza Shares were transferred and free and clear of any Liens) and each Former Esperanza Shareholder shall be deemed to Acquisitionco have (i) executed and delivered all share certificates, acknowledgements, instruments of transfer, consents, releases, assignments and waivers, statutory or otherwise, required to transfer and exchange such shares, (ii) ceased to be the holder of the Esperanza Shares so transferred, (iii) ceased to have any rights with respect to such Esperanza Shares, and will be entitled to receive a cash payment of $0.85 and 0.0625 Alamos Warrants for each Esperanza Share held immediately prior to the Effective Time; provided that if the foregoing would result in the issuance of a fraction of an Alamos Warrant, then the number of Alamos Warrants otherwise issued shall be rounded up to the nearest whole number of Alamos Warrants. (e) The name of each Former Esperanza Shareholder will be removed from the applicable registers register of holders Esperanza Shareholders and Subco will be added to the register of Class A Esperanza Shareholders such that Subco is the sole shareholder of Esperanza. (f) Each outstanding Esperanza Warrant, shall without any further action on the part of any holder of an Esperanza Warrant be exchanged for 0.15 Alamos Warrants; provided that if the foregoing would result in the issuance of a fraction of an Alamos Warrant, then the number of Alamos Warrants otherwise issued shall be rounded up to the nearest whole number of Alamos Warrants. (g) Each Esperanza RSU that is outstanding shall be redeemed for the equivalent number of Esperanza Shares, which shall immediately be deemed to be transferred to and Acquisitionco acquired by Subco without any further act or formality on the part of the holder thereof in exchange for a cash payment of $0.85 and 0.0625 Alamos Warrants for each Esperanza Share; provided that if the foregoing would result in the issuance of a fraction of an Alamos Warrant, then the number of Alamos Warrants otherwise issued shall be recorded as rounded up to the registered holder nearest whole number of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofAlamos Warrants.

Arrangement. (1) Prior to Commencing at the Effective Time, Time the following steps transactions will occur as set out belowand be deemed to occur in the following sequence without further act or formality: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Each Entrée Common Share in respect of which a Class A registered Entrée Shareholder has validly exercised his, her or its Dissent Right Rights and for which the registered Entrée Shareholder is ultimately entitled to be paid fair value (each a “Dissent Share”) shall be directly assigned and transferred repurchased by Entrée for cancellation in consideration for a debt-claim against Entrée to be paid the fair value of such Dissenting Holder to Acquisitionco (free and clear of all Liens) Dissent Share in accordance with Article 3; 5 of this Plan of Arrangement and such Dissent Share shall thereupon be cancelled; (b) Entrée shall dispose of all of the issued and outstanding shares of Entrée US Holdings to Spinco and in sole consideration therefor, Spinco shall issue to Entrée that number of Spinco Common Shares (the “Issuance”) determined by the following formula: A – B – C where A is the number of issued and outstanding Entrée Common Shares at that time (for greater certainty, excluding all Dissent Shares) multiplied by 0.45, B is the number of issued and outstanding Spinco Common Shares immediately before that time, and C is the aggregate of all amounts each of which is a Fractional Share Amount in respect of an Entrée Shareholder at that time (for greater certainty, excluding a Fractional Share Amount in respect of a Dissent Share), such that following the Issuance, the number of issued and outstanding Spinco Common Shares shall be equal to the aggregate number of Spinco Common Shares distributable to the Entrée Shareholders on the Share Exchange having regard to the Round Down Provision, and in connection with the Issuance, (i) Entrée shall be removed from and Spinco shall be added to the central securities register for the shares of Entrée US Holdings, and (ii) an amount equal to the fair market value of the issued and outstanding shares of Entrée US Holdings shall be added to the capital in respect of the Spinco Common Shares; (c) The authorized share structure of Entrée shall be reorganized and altered by (i) changing the names identifying name of the issued and unissued Entrée Common Shares from “Common shares” to “Class A Shareholders whose Common shares” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, and (ii) creating a new class of shares without par value issuable in an unlimited number with the identifying name “Class A B Common shares” having special rights and restrictions identical to those attaching to the Entrée Common Shares were transferred prior to Acquisitionco the amendments described in paragraph (c)(i) above; (d) Each holder of an Entrée Stock Option shall dispose of each Entrée Stock Option held and in sole consideration therefor shall concurrently receive (i) one Entrée Replacement Stock Option having an exercise price equal to the product obtained by multiplying: (A) the exercise price of the Entrée Stock Option by (B) the Entrée Ratio, rounded up to the nearest whole cent, and (ii) 0.45 of one Spinco Replacement Stock Option having an exercise price equal to the product obtained by multiplying: (A) the quotient obtained by dividing the exercise price of the Entrée Stock Option by 0.45; by (B) the Spinco Ratio, rounded down to the nearest whole cent in any case where, after such rounding, the aggregate In The Money Amount of the Entrée Replacement Stock Option and fraction of the Spinco Replacement Stock Option received would not exceed the In The Money Amount of the Entrée Stock Option disposed of, and rounded up to the nearest whole cent in any other case, all in accordance with the intention to comply with the provisions of subsection 7(1.4) of the Tax Act except that the aggregate number of Spinco Replacement Stock Options issuable to a holder of Entrée Stock Options having a common expiry date and exercise price shall be rounded down to the nearest whole number, and all Entrée Stock Options shall thereupon be cancelled (each such disposition, receipt, and cancellation, collectively, an “Option Exchange”); (e) Each Entrée Warrant shall be exchanged for (i) one Entrée Replacement Warrant having an exercise price equal to the product obtained by multiplying: (A) the exercise price of the Entrée Warrant; by (B) the Entrée Ratio, rounded up to the nearest whole cent, and (ii) 0.45 of one Spinco Replacement Warrant having an exercise price equal to the product obtained by multiplying: (A) the quotient obtained by dividing the exercise price of the Entrée Warrant by 0.45; by (B) the Spinco Ratio, rounded down to the nearest whole cent, except that the aggregate number of Spinco Replacement Warrants issuable to a holder of an Entrée Warrant having a common expiry date and exercise price shall be rounded down to the nearest whole number (each such exchange, a “Warrant Exchange”), and the Entrée Warrants shall thereupon be cancelled; (f) Each Entrée Shareholder shall dispose of all of the Entrée Shareholder’s Entrée Common Shares to Entrée and in consideration therefor, Entrée shall issue or distribute to the Entrée Shareholder (i) the same number of Entrée Class B Common Shares, and (ii) that number of Spinco Common Shares equal to the product of the number of Entrée Common Shares held and 0.45, less the Fractional Share Amount, if any, in respect of that Entrée Shareholder (the “Share Exchange”), and, in connection with the Share Exchange, (iii) the name of each Entrée Shareholder shall be removed from the applicable registers of holders of central securities register for the Entrée Common Shares and added to the central securities register for the Entrée Class A Shares, B Common Shares and Acquisitionco shall be recorded the Spinco Common Shares as the registered holder of the number of Entrée Class A B Common Shares so transferred and Spinco Common Shares, respectively, received pursuant to the Share Exchange, (iv) the Entrée Common Shares shall be deemed cancelled and the legal capital in respect of such shares shall be reduced to nil, and (v) an amount equal to the capital of the Entrée Common Shares immediately before the Share Exchange less the aggregate fair market value of the Spinco Common Shares distributed on the Share Exchange shall be added to the capital in respect of the Entrée Class B Common Shares; and (g) The authorized share structure of Entrée shall be reorganized and beneficial owner thereofaltered by (i) eliminating the Entrée Common Shares from the authorized share structure of Entrée; and (ii) changing the identifying name of the issued and unissued Entrée Class B Common Shares from “Class B Common shares” to “Common shares”.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case case, unless stated otherwise, effective as at five one minute intervals starting at the Effective Time: (a) each Class A Phivida Share outstanding at immediately prior to the Effective TimeTime held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality to Phivida for cancellation, free and clear of any Liens, and such Phivida Shareholder will cease to be the registered holder of such Dissenting Shares and will cease to have any rights as registered holders of such Phivida Shares other than the right to be paid by Phivida, out of its separate assets, fair value for such Dissenting Shares as set out in Section 4.1(2), and such Phivida Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the central securities register of holders of Phivida Shares maintained by or on behalf of Phivida, and Phivida will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting Shares will be cancelled and returned to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Class A Share held by (i) a Dissenting Holder who Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and (ii) if applicableacquired by Choom, without any act or formality on the Purchaser, Acquisitionco or any part of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A of such Phivida Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised hisor Choom, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) , in accordance exchange for the applicable Consideration, provided that the aggregate number of Choom Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down to the nearest whole Choom Share, with Article 3; and (c) no consideration being paid for the names fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall name of each such Phivida Shareholder will be removed from the applicable registers central securities register of holders of Class A Phivida Shares and added to the register of holders of Choom Shares, and Acquisitionco shall Choom will be recorded as the registered holder of the Class A such Phivida Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof.; and (c) each Phivida Option which is outstanding and has not been duly exercised prior to the Effective Time (whether or unvested) notwithstanding the terms of the Phivida Option Plan, will be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, the number of Choom Shares equal to the product obtained when (A) the number of Phivida Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Choom Share on any particular exercise of Replacement Options, then the number of Choom Shares otherwise issuable shall be rounded down to the nearest whole number of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall be an amount equal to the quotient obtained when

Arrangement. The Plan of Arrangement shall, with such other matters as are necessary to give effect to the Arrangement, provide for substantially the following to occur commencing at the Effective Time and in chronological order, without any further act or formality: (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale Buyco shall acquire all issued and outstanding Subco-RI Shares from Pubco for consideration of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each Purchase Price comprised of the Denco Trust Deposit to be paid on execution of the Arrangement Agreement and the Automotive & General Trusts will Balance to be dissolved and all of their property will be distributed on dissolution to the Companypaid at Closing; (2) At the Effective Time the following Buyco and Subco-RI shall occur and shall be deemed to occur exchange securities on a 1:1 basis, as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Timefollows: (a) i. each Class A Share outstanding at the Effective TimeBuyco Share, other than a Class A Buyco Share held by (i) a Dissenting Holder who has for which Dissent Rights have been validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof who is a Dissenting Buyco Shareholder and who is ultimately entitled to Acquisitionco in exchange be paid fair value for his Buyco Shares, will be exchanged by the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her holder thereof without any further act or its Dissent Right shall be directly assigned formality and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liensliens, claims and encumbrances, for one (1) in accordance with Article 3; and (c) fully paid and non- assessable Subco-RI Share, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall each holder will be removed from the applicable registers central securities register of holders Buyco and added to the central securities register of Class A Shares, and Acquisitionco Subco-RI; ii. the Buyco Shareholder thereof shall be recorded as deemed, without any further action on his or her part, to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer his or her Buyco Shares to Subco-RI; and iii. the registered holder of certificates representing the Class A Buyco Shares so transferred and shall held by the former Buyco Shareholders will be deemed to have been cancelled subsequent to their transfer to Subco-RI and will be replaced by a single share certificate registered in the legal name of Subco-RI and beneficial Subco-RI will be and will be deemed to be the lawful owner thereof.and transferee of all such Buyco Shares; thereafter, any director of Subco-RI will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully give effect to the transfer and cancellations contemplated hereby;

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective Commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events set out below shall occur and shall be deemed to occur in the following sequence or as set out otherwise provided below or herein, without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Each Chemesis Common Share in respect of which a Class A Chemesis Shareholder has validly exercised his, her or its Dissent Right Rights and for which the Chemesis Shareholder is ultimately entitled to be paid fair value (each a “Dissent Share”) shall be directly assigned and transferred deemed to have been repurchased by Chemesis for cancellation in consideration for a debt-claim against Chemesis to be paid the fair value of such Dissenting Holder to Acquisitionco (free and clear of all Liens) Dissent Share in accordance with Article 33 of this Plan of Arrangement, net of any applicable withholding tax, and such Dissent Share shall thereupon be cancelled. (b) Chemesis will transfer all of the issued and outstanding common shares of La Finca to SpinCo in exchange for such number of Spinco Common Shares as is equal to the number of Chemesis Common Shares issued and outstanding immediately prior to the Effective Time. (c) Notwithstanding the terms of the Chemesis Plan, including any agreement made thereunder: (i) each Chemesis Option (whether vested or not) exercisable for a Chemesis Common Share that is outstanding as at the Effective Date which has not been duly exercised or cancelled will be and will be deemed to be exchanged for: (A) one fully-vested Replacement Chemesis Option to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the Chemesis Option. Each Replacement Chemesis Option will be governed by the terms of the Chemesis Plan and will have: (1) an exercise price per Chemesis Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Chemesis Option so exchanged immediately before the Effective Time; and (2) the same expiry date as the expiry date of the Chemesis Option for which such Replacement Chemesis Option was exchanged; and (cB) one fully-vested Spinco Option. Each Spinco Option will be exercisable to purchase from Spinco one Spinco Common Share, will be governed by the terms of the Spinco Plan and will have: (1) an exercise price per Spinco Common Share (rounded up to the nearest whole cent) equal to the exercise price of each such Chemesis Option so exchanged immediately before the Effective Time; and (2) the names same expiry date as the expiry date of the Class A Shareholders whose Class A Shares were transferred Chemesis Option for which such Spinco Option was exchanged, provided that the exercise prices of each Replacement Chemesis Option and each Spinco Option issued pursuant to Acquisitionco the step above shall be removed from and be deemed to be automatically adjusted such that the aggregate In-the- Money Amounts thereof immediately after the steps above does not exceed the In the Money Amount of the exchanged Chemesis Option determined immediately before the exchange, with the intention that subsection 7(1.4) of the Tax Act will apply to each exchange; and (ii) each Chemesis RS that is outstanding as at the Effective Date which has not vested or been cancelled will be deemed to be vested and, subject to applicable registers of withholdings and other source deductions, all such Chemesis RSs will be and will be deemed to be redeemed by the respective holders of Class A Shares, and Acquisitionco shall be recorded as in exchange for the registered issuance to each such holder of such number of Chemesis Common Shares and SpinCo Common Shares as such holder would have been entitled to receive had such Chemesis RSs been redeemed for Chemesis Common Shares immediately prior to the Class A Shares so transferred Effective Time. (d) Notwithstanding the terms of any certificates representing the Chemesis Warrants, including any agreement made thereunder: (i) each Chemesis Warrant (whether vested or not) exercisable for an Chemesis Common Share that is outstanding as at the Effective Date which has not been duly exercised or cancelled will be and shall will be deemed to be exchanged for: (A) one fully-vested Replacement Chemesis Warrant to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the legal and beneficial owner thereof.Chemesis Warrant. Each Replacement Chemesis Warrant will have: (1) an exercise price per Chemesis Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Chemesis Warrant so exchanged immediately before the Effective Time; and

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. Time on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following transactions shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share all the issued and outstanding at the Effective Time, Nord Shares (other than a Class A Share Nord Shares held by Allied or by registered holders who have exercised dissent rights in accordance with Section 3.1 and who are ultimately entitled to be paid fair value for such shares) and all of the Nord Options (iother than Nord Options held by Allied or holders who have exercised dissent rights in accordance with Section 3.1 and who are ultimately entitled to be paid fair value for such options) a Dissenting Holder who has validly exercised his, her or its Dissent Rightshall be, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be, exchanged with Allied as follows: (i) in respect of each Nord Shareholder whose Nord Shares are so exchanged, each Nord Share shall be assigned exchanged for AUS$0.20 payable in Allied Shares at the rate of one Allied Share for AUS$0.20; and (ii) in respect of each Nord Optionholder whose Nord Options are so exchanged, an amount in Australian dollars equal to the difference, if positive, between the Aggregate Option Exercise Price and transferred by the holder thereof to Acquisitionco Aggregate Option Worth, and such amount shall be payable in exchange Allied Shares at the rate of one Allied Share for the Consideration for each Class A Share heldAUS$0.20; (b) with respect to each Class A Nord Share in respect of or Nord Option to which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all LiensSubsection 2.1(a) in accordance with Article 3; andapplies: (ci) the names holder thereof shall cease to be a holder of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such securities and such holder's name shall be removed from the applicable registers register of holders of Class A SharesNord Shares with respect to such shares or shall cease to have any rights under the Nord Options, and Acquisitionco shall be recorded as the registered case may be; (ii) the holder thereof shall cease to have any rights of action related to the Class A holder's ownership of such Nord Shares so transferred or Nord Options other than to be paid the consideration therefor contemplated herein (where applicable, net of withholding tax paid by Allied in respect thereof); and (iii) Allied shall be, and shall be deemed to be, the transferee of such Nord Shares (free of any claims) and shall be entered in the register of such Nord Shares as the legal and beneficial owner thereofof all Nord Shares so exchanged and transferred and the Nord Options shall be cancelled; (c) to the extent Allied pays withholding tax in respect of the consideration payable to any Nord Shareholder or Nord Optionholder, Allied shall have thereby satisfied its obligations in respect of that Nord Shareholder or Nord Optionholder to the extent of such withholding tax paid; and (d) the subordinated indebtedness of Nord to Nord Resources Corporation in the amount of AUS$280,000 on the books of Nord shall be converted into shares of Allied at the rate of AUS$0.20 of such indebtedness for one Allied Share (or 1,400,000 Allied Shares in the aggregate).

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will events or transactions shall occur as set out belowand shall be deemed to occur in the following sequence without any further act or formality: (a) Effective at 11:00 p.m. each Alexandria Share held by a Alexandria Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on the day prior its part, free and clear of all liens, claims and encumbrances, to the Effective DateAlexandria, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in consideration for a claim against Alexandria in an amount determined and payable in accordance with Article 4, and on the terms specified in name of such holder will be removed from the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. central securities register as a holder of Alexandria Shares and The ▇▇▇▇▇▇▇ Group, Inc.Chantrell shall be recorded as the registered holder of the Alexandria Shares so transferred and such Alexandria Shares shall be recorded as cancelled; (b) Immediately each Alexandria Share outstanding immediately prior to the Effective TimeTime held by a Alexandria Shareholder (other than Chantrell, any Chantrell Subsidiary or any Alexandria Dissenting Shareholder), shall be transferred by the Company holder thereof to Chantrell in exchange for the Alexandria Arrangement Consideration and the name of such holder will be removed from the central securities register as a holder of Alexandria Shares and Chantrell shall cancel be recorded as the registered holder of the Alexandria Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances, subject to Section 3.4, Section 3.5 and Article 5; and (c) each Company Option, DSU and RSU that is Alexandria Option outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, will be exchanged by the holder thereof, without any further act or formality and in exchange free and clear of any liens, claims or encumbrances, for such cancellation will pay an option (each a "Replacement Chantrell Option") to acquire from Chantrell, other than as provided herein, the number of Chantrell Shares equal to the holders thereof product obtained when (A) the amounts set forth in the acknowledgments and releases executed by number of Alexandria Shares subject to such holders; and (c) Immediately Alexandria Option immediately prior to the Effective Time, each is multiplied by (B) 0.010309, provided that if the foregoing would result in the issuance of a fraction of an Chantrell Share on any particular exercise of Replacement Chantrell Options, then the Denco Trust and the Automotive & General Trusts number of Chantrell Shares otherwise issuable will be dissolved and all rounded down to the nearest whole number of their property Chantrell Shares. The exercise price per Chantrell Share subject to a Replacement Chantrell Option will be distributed on dissolution an amount equal to the Company; quotient obtained when (2A) At the Effective Time the following shall occur and shall be deemed exercise price per Alexandria Share subject to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at such Alexandria Option immediately before the Effective Time, other than a Class A Share held is divided by (iB) 0.010309, provided that the aggregate exercise price payable on any particular exercise of Replacement Chantrell Options will be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Dissenting Holder who has validly exercised hisAlexandria Option for a Replacement Chantrell Option. Therefore, her or its Dissent Right, and (ii) if applicablein the event that the Replacement Chantrell Option In-The-Money Amount in respect of a Replacement Chantrell Option exceeds the Alexandria Option In-The-Money Amount in respect of the Alexandria Option for which it is exchanged, the Purchasernumber of Chantrell Shares which may be acquired on exercise of the Replacement Chantrell Option at and after the Effective Time will be adjusted accordingly, Acquisitionco with effect at and from the Effective Time, to ensure that the Replacement Chantrell Option In-The-Money Amount in respect of the Replacement Chantrell Option does not exceed the Alexandria Option In-The-Money Amount in respect of the Alexandria Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired will be unchanged. Except as set out above, the term to expiry irrespective of whether of the holder of the Replacement Chantrell Option remains as a director, officer, employee or any of their affiliates (which Class A Share, if any, shall not be exchanged other eligible participant under the Arrangement but shall remain outstanding Alexandria Stock Option Plan, conditions to and manner of exercise (provided any Replacement Chantrell Option will be exercisable at the offices of Chantrell) and other terms and conditions of each of the Replacement Chantrell Options will be the same as the terms and conditions of the Alexandria Option for which it is exchanged and, for greater certainty, each Replacement Chantrell Option will continue to be governed by and be subject to the terms of the Alexandria Stock Option Plan (except as modified this Plan of Arrangement) and the agreement evidencing the grant of such Alexandria Option with respect to such terms and conditions. Any document previously evidencing a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall Alexandria Option will thereafter evidence and be deemed to evidence such Replacement Chantrell Option and no certificates evidencing Replacement Chantrell Options will be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofissued.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective Commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur in the following sequence as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the specific time on the Effective TimeDate as set out below: (a) At the Effective Time, all LAC Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all Encumbrances) by the holder thereof to WLC; and (i) such Dissenting Shareholders shall cease to be the holders of such LAC Shares and to have any rights as LAC Shareholders other than the right to be paid the fair value for such LAC Shares as set out in Article 4; (ii) the name of each Class A Share such Dissenting Shareholders shall be removed as a LAC Shareholder from the registers of LAC Shareholders maintained on or on behalf of LAC; and (iii) such LAC Shares so transferred to WLC shall thereupon be cancelled without payment; (b) five minutes after the Effective Time, (i) each LAC Out-Of-The-Money-Award will be cancelled without any payment in respect thereof; and (ii) each LAC In-The-Money-Award (other than the LAC Exchange Options) will be surrendered and the relevant LAC Awardholder will receive a payment from LAC, in the form of LAC Common Shares, having a Fair Market Value equal to the relevant In the Money Amount, if any; (c) ten minutes after the Effective Time and simultaneously with the exchange in Section 2.3(d) below, each LAC Exchange Option outstanding at the Effective Time (whether vested or unvested) will be exchanged for a Replacement Option to acquire such number of WLC Shares as is equal to: (A) that number of LAC Common Shares that were issuable upon exercise of such LAC Exchange Option immediately prior to the Effective Time, other than a Class A Share held multiplied by (iB) a Dissenting Holder who has validly exercised histhe Exchange Ratio, her or its Dissent Rightrounded down to the nearest whole number of WLC Shares, at an exercise price per WLC Share equal to the greater of the quotient determined by dividing: (X) the exercise price per LAC Common Share at which such LAC Exchange Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent, and (iisuch minimum amount that meets the requirements of paragraph 7(1.4)(c) if applicableof the Tax Act. All terms and conditions of a Replacement Option, including the Purchaserterm to expiry, Acquisitionco or any vesting, conditions to and manner of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate)exercising, shall be the same as the LAC Exchange Option for which it was exchanged, and any certificate or option agreement previously evidencing the LAC Exchange Option shall thereafter evidence and be deemed to evidence such Replacement Option; (d) ten minutes after the Effective Time, each outstanding LAC Common Share (other than LAC Common Shares held by WLC or any affiliate) will, without further act or formality by or on behalf of a holder of LAC Common Shares, be irrevocably assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco WLC (free and clear of all LiensEncumbrances) in exchange for 0.7826 of a WLC Share for each LAC Common Share held, and (i) the holders of such LAC Common Shares shall cease to be the holders thereof and to have any rights as holders of such LAC Common Shares other than the right to receive 0.7826 of a WLC Share per LAC Common Share in accordance with Article 3; andthis Plan of Arrangement; (cii) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holders’ name shall be removed from the applicable registers register of holders the LAC Common Shares maintained by or on behalf of Class A Shares, and Acquisitionco LAC; (iii) WLC shall be recorded deemed to be the transferee and the legal and beneficial holder of such LAC Common Shares (free and clear of all Encumbrances) and shall be entered as the registered holder of such LAC Common Shares in the Class A register of the LAC Common Shares so maintained by or on behalf of LAC; and (iv) WLC shall add to the stated capital account maintained for the WLC Shares, in accordance with the provisions of section 58 of the BCBCA, the maximum amount permitted to be added to the paid-up capital of the WLC Shares having regard to the provisions of subsection 85.1(2.1) of the Tax Act (which amount shall not be greater than that permitted to be added pursuant to the BCBCA); (e) fifteen minutes after the Effective Time, each outstanding LAC Common Share shall be transferred without any act or formality by WLC to WLC Newco in exchange for one common share of WLC Newco (a “WLC Newco Share”) and WLC Newco shall add to the stated capital account maintained for the WLC Newco Shares, in accordance with the provisions of subsection 24(3) of the OBCA, the maximum amount permitted to be added to the paid-up capital of the WLC Newco Shares having regard to the provisions of subsection 85(2.1) of the Tax Act (which amount shall not be greater than that permitted to be added pursuant to the OBCA); (i) twenty minutes after the Effective Time, the LAC Special Share shall be cancelled for no consideration; LAC will file an election with the CRA to cease to be a public corporation for the purposes of the Tax Act, which election shall be deemed to be effective on the Effective date prior to the Amalgamation (as defined below); at 11:59pm (Toronto time) on the Effective Date, LAC and WLC Newco will mergeamalgamate (the “Amalgamation”) to form one corporate entity with the same effect as if they were amalgamated under section 174 and sections 174 through 179 (other than section 177)177 to 179 of Part XIV of the OBCA, except that the separate legal existence of LAC will not cease and beneficial owner LAC will surviveLAC will be the survivor of the Amalgamation (LAC, as such surviving entity, “Amalco”) and, for the avoidance of doubt, the Plan of Arrangement is intended to qualify as a reorganization within the meaning of sections 368(a)(1)(A) and 368(a)(2)(E) of the Code for all United States federal income tax purposes and as an amalgamation as defined in subsection 87(1) of the Tax Act; without limiting the generality of the foregoing or Section 2.3(h) hereof, (i) at the time of the Amalgamation the separate legal existence of WLC Newco will cease without WLC Newco being liquidated or wound-up, and LAC and WLC Newco will continue as one company; and (ii) the Amalgamation will otherwise be effected in such manner that by virtue or because of the Amalgamation (A) all of the property of WLC Newco and LAC immediately before the Amalgamation (except amounts receivable from either of them, and shares in the capital stock of either of them) will be or become property of Amalco, (B) all of the liabilities of WLC Newco and LAC immediately before the Amalgamation (except amounts payable to either of them) will be or become liabilities of Amalco, (C) each issued share of WLC Newco will be exchanged for one fully-paid and non-assessable Amalco common share which shall be issued by Amalco and all such WLC Newco shares will be cancelled without any payment of capital in respect thereof., and (D) all of the LAC Common Shares held by WLC Newco will be cancelled without any payment of capital in respect thereof; (j) with effect from the time of the Amalgamation but subject to Section 2.3(i): (i) Amalco will continue to own and hold all property of LAC and will own and hold all property of WLC Newco, and shall continue to be liable for the obligations of LAC and will be liable for the obligations of WLC Newco, including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options and debts of each of LAC and WLC Newco; (ii) all rights, contracts, permits and interests of LAC or WLC Newco will continue as rights, contracts, permits and interests of Amalco and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of LAC or WLC Newco under any such rights, contracts, permits and interests; (iii) any existing cause of action, claim or liability to prosecution is unaffected; (iv) a civil, criminal or administrative action or proceeding pending by or against LAC or WLC Newco may continue to be prosecuted by or against Amalco; (v) a conviction against, or ruling, order or judgment in favour of or against, LAC or WLC Newco may be enforced by or against Amalco; (vi) the name of Amalco shall be Lithium Americas Corp.; (vii) Amalco shall be authorized to issue an unlimited number of common shares; (viii) the articles andrights, privileges, restrictions and conditions attaching to the (ix) the issue, transfer and ownership of the common shares shall not be restricted; (x) the by-laws of Amalco shall be substantially in the formsame as those of LAC’s articles and by-laws;

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. Time on the day prior to the Effective Date, the sale following reorganization of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with capital and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following other transactions shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by The Articles of Amalgamation of Dreco shall be amended to (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, create and (ii) if applicable, the Purchaser, Acquisitionco or any authorize an unlimited number of their affiliates (which Exchangeable Shares and one Class A Preferred Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held;. (b) each Dreco shall issue to National one Class A Preferred Share in consideration of the issuance to Dreco of one share of National Common Stock. The stated capital of the Class A Preferred Share shall be equal to the fair market value, as determined by the board of directors of Dreco, of a share of National Common Stock. No certificate shall be issued in respect of which a the Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; andPreferred Share. (c) Each Dreco Common Share (other than Dreco Common Shares held by holders who have exercised their rights of dissent in accordance with Section 3.1 hereof and who are ultimately entitled to be paid the names fair value for such shares and other than Dreco Common Shares held by National or any Subsidiary thereof) will be exchanged at the Exchange Ratio for a number of Exchangeable Shares, and each such holder thereof will receive a whole number of Exchangeable Shares resulting therefrom. In lieu of fractional Exchangeable Shares, each such holder who otherwise would be entitled to receive a fraction of an Exchangeable Share on the Class A Shareholders whose Class A Shares were transferred to Acquisitionco exchange shall be paid by Dreco an amount determined as set forth in Section 4.3. (d) Upon the exchange referred to in subsection (c) above, each such holder of a Dreco Common Share shall cease to be such a holder, shall have hisname removed from the applicable registers register of holders of Class A Shares, Dreco Common Shares and Acquisitionco shall be recorded as the registered become a holder of the Class A number of fully paid Exchangeable Shares so transferred to which he is entitled as a result of the exchange referred to in subsection (c), and such holder's name shall be deemed added to the legal register of holders of Exchangeable Shares accordingly. (e) The aggregate stated capital of the Exchangeable Shares will be equal to the aggregate stated capital immediately prior to the Effective Date of the Dreco Common Shares which are exchanged pursuant to such subsection 2.1(c) above, thereby excluding the stated capital attributable to the fractional shares for which payment is made as contemplated in subsection (c) above. (f) The Articles of Amalgamation of Dreco shall be amended to reduce the number of authorized Dreco Common Shares to one and beneficial owner thereof.the following restriction will be added to the rights, privileges, restrictions and conditions attaching to the Dreco Common Shares:

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior but subject to the Effective Dateprovisions of Section 3.1, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in with each case effective as at five minute intervals starting at transaction or event being deemed to occur immediately after the Effective Timeoccurrence of the transaction or event immediately preceding it: (a) notwithstanding the terms of the Options and the Stock Option Plan, each Class A Share Option then outstanding at shall vest, notwithstanding that the Effective TimeOptions shall otherwise be unvested; (b) notwithstanding the terms of the Options and the Stock Option Plan, other than a Class A Share held by each Option then outstanding: (i) a Dissenting Holder who has validly exercised hiswith an exercise price greater than or equal to the Per Share Purchase Price shall cease to be exercisable, her or its Dissent Right, shall be cancelled and the Corporation shall cease to have any liability in respect thereof; and (ii) if applicable, with an exercise price of less than the Purchaser, Acquisitionco or any Per Share Purchase Price shall cease to be exercisable and shall be cancelled in exchange for a cash payment from the Corporation equal to the amount equal to the excess of their affiliates (which Class A Share, if any, shall not be exchanged i) the product of the number of Common Shares issuable upon exercise of such Option and the Per Share Purchase Price less (ii) the aggregate exercise price payable under the Arrangement but shall remain outstanding as a Class A Share held such Option by the Purchaserholder to acquire the Common Shares issuable upon exercise of such Option, Acquisitionco and the Corporation shall cease to have any liability in respect thereof; (c) the Stock Option Plan shall be terminated and the Corporation shall cease to have any liability in respect thereof or such affiliate)in respect of any Option granted thereunder, except as specifically contemplated in Section 2.3(b)(ii) hereof; (d) notwithstanding the terms of the Warrants, each Warrant then outstanding: (i) with an exercise price greater than or equal to the Per Share Purchase Price shall cease to be exercisable, shall be deemed cancelled and the Corporation shall cease to have any liability in respect thereof; (ii) with an exercise price of less than the Per Share Purchase Price shall cease to be assigned exercisable and shall be cancelled in exchange for a cash payment from the Corporation equal to the amount equal to the excess of (i) the product of the number of Common Shares issuable upon exercise of such Warrant and the Per Share Purchase Price less (ii) the aggregate exercise price payable under such Warrant by the holder to acquire the Common Shares issuable upon exercise of such Warrant, and the Corporation shall cease to have any liability in respect thereof; (e) each Share then outstanding (other than the Shares that are held by holders thereof who have validly and effectively exercised their Dissent Rights and who are ultimately entitled to be paid the fair value of such Shares) shall be transferred by the holder thereof to Acquisitionco the Purchaser in exchange for for: (i) in the Consideration case of the Common Shares, the payment by the Purchaser of the Per Share Purchase Price for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3Common Share; and (cii) in the names case of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Preferred Shares, and Acquisitionco shall be recorded as the registered holder payment by the Purchaser of the Class A Shares so transferred Per Share Purchase Price for each Preferred Share, and payment of all dividends accrued to and unpaid as of the Effective Date, provided that none of the foregoing shall occur or shall be deemed to occur unless all of the legal and beneficial owner thereofforegoing occurs. All of the foregoing payments shall be made as soon as reasonably practicable after the Effective Time.

Arrangement. (1) Prior to 3.1 At the Effective Time, or as otherwise indicated, each of the following steps will occur as events set out belowbelow shall occur and be deemed to occur in the sequence set out without further act or formality: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale transfer of the Assets, together with all contractual obligations and liabilities, to Medical in consideration for 40,000,000 Medical Common Shares and the Indemnity to have been completed and have been legally effective on December 31, 2003; (b) the AltaRex Options and AltaRex Warrants shall be cancelled and terminated and cease to represent any right or claim whatsoever, and the Medical Options (including the Agent’s Option) and Medical Warrants will be issued in their place on identical terms; (c) the Articles of AltaRex will be amended to create a new class of non-voting common shares in the capital of ▇▇▇▇AltaRex (the “AltaRex Non-Voting Common Shares”) and a new class of voting common shares in the capital of AltaRex (the “AltaRex New Common Shares”); (d) the Articles of AltaRex will also be amended to change its name from “AltaRex Corp.” to “Twin Butte Energy Ltd.”; (e) AltaRex will acquire all outstanding AltaRex Common Shares from the holders thereof and shall deliver in exchange for each ▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. Shares held one AltaRex New Common Share and 10 Medical Common Shares, in each case free of any claims. The AltaRex Common Shares acquired by AltaRex will be cancelled and returned to the status of authorized but unissued shares; (f) Each AltaRex Shareholder who holds ▇▇▇▇ ▇▇▇▇▇▇▇ Group▇▇▇▇▇▇ Shares or less shall surrender and be deemed to surrender to AltaRex all of the AltaRex Shares held by such AltaRex Shareholder and shall receive therefor, Inc.instead of the AltaRex New Common Shares to which such shareholder would otherwise be entitled, an amount in cash equal to $0.05 per share, and upon such surrender of AltaRex Common Shares each such holder of AltaRex Common Shares shall cease to be such a holder and shall have his name removed from the register of holders of AltaRex Common Shares and the AltaRex Common Shares so surrendered shall be cancelled; (bg) Immediately prior to the Effective Time, the Company Each AltaRex Shareholder who holds 150 or less AltaRex Common Shares shall cancel each Company Option, DSU surrender and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at surrender to AltaRex all of the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share AltaRex Common Shares held by such AltaRex Shareholder and shall receive therefor, instead of the Medical Shares to which such shareholder would otherwise be entitled, an amount in cash equal to the lesser of (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, the amount determined by multiplying $0.60 by the number of AltaRex Common Shares held by such Shareholder and (ii) if applicable, the Purchaser, Acquisitionco or any amount determined by subtracting $0.05 from the weighted average trading price of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share AltaRex Common Shares during the 10 trading days immediately preceding the Effective Date and then multiplying such sum by the number of Common Shares held by such Shareholder, and upon such surrender of AltaRex Common Shares each such holder of AltaRex Common Shares shall cease to be such a holder and shall have his name removed from the Purchaser, Acquisitionco or such affiliate), register of holders of AltaRex Common Shares and the AltaRex Common Shares so surrendered shall be deemed cancelled. (h) the stated capital of the AltaRex New Common Shares issued pursuant to the exchange set forth in paragraph (e) above shall be assigned and transferred by reduced to the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldamount of $1.00; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (ci) the names of Articles will be amended by deleting the Class A Shareholders whose Class A AltaRex Common Shares were transferred to Acquisitionco shall be removed from and the applicable registers of holders of Class A Sharesrights privileges, restrictions and Acquisitionco shall be recorded conditions attaching thereto and by re-designating the AltaRex New Common Shares as the registered holder “common shares” of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofTwin Butte.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur in the following sequence as set out below without any further authorization, act or formality, in each case effective as at five one minute intervals starting at the Effective Time: (a) all Sulliden Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all Liens) to Rio Alto; and (i) such Dissenting Shareholders shall cease to be the holders of such Sulliden Shares and to have any rights as Sulliden Shareholders other than the right to be paid the fair value for such Sulliden Shares as set out in Article 4; (ii) the name of each Class A such Dissenting Shareholders shall be removed as a Sulliden Shareholder from the registers of Sulliden Shareholders maintained on or on behalf of Sulliden; and (iii) such Sulliden Shares so transferred to Rio shall thereupon be cancelled without payment; (b) all of the issued and outstanding Sulliden RSUs shall be deemed to have vested, and the amount necessary to satisfy the obligations of Sulliden under each of the outstanding Sulliden RSUs (being for each such Sulliden RSU an amount equal to the Market Value of one Sulliden Share outstanding at the Effective Time) shall be settled by (a) the issuance by Rio Alto of 0.525 of a fully paid and non-assessable Rio Alto Share to the holder of such RSU and (b) a cash payment to the holder of such RSU equal to the difference between the Market Value of a Sulliden Share and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, other than a Class A Share held if any, (50% of such payment to come from and be paid by Rio Alto and 50% to be deducted from the Sulliden Cash Transfer and paid by Sulliden) (i) a Dissenting Holder who has validly exercised his, her or its Dissent Rightless any applicable amounts to be withheld pursuant to the Plan of Arrangement), and (ii) if applicablethereafter the Sulliden RSU Plan will terminate and none of the former holders of Sulliden RSUs, the Purchaser, Acquisitionco Parties or any of their affiliates respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden RSU Plan; (which Class A Sharec) all of the issued and outstanding Sulliden DSUs shall be deemed to have vested, and the resignation of each holder of Sulliden DSUs of his or her position with Sulliden and the appointment of their successors shall be effective, and the amount necessary to satisfy the obligations of Sulliden under each of the outstanding Sulliden DSUs (being for each such Sulliden DSU an amount equal to the Market Value of one Sulliden Share at the Effective Time) shall be settled by (a) the issuance by Rio Alto of 0.525 of a fully paid and non-assessable Rio Alto Share to the holder of such DSU and (b) a cash payment to the holder of such DSU equal to the difference between the Market Value of a Sulliden Share and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, if any, shall not (50% of such payment to come from and be exchanged under paid by Rio Alto and 50% to be deducted from the Arrangement but shall remain outstanding as a Class A Share held Sulliden Cash Transfer and paid by Sulliden) (less any applicable amounts to be withheld pursuant to the Purchaser, Acquisitionco or such affiliatePlan of Arrangement), and thereafter the Sulliden DSU Plan will terminate and none of the former holders of Sulliden DSUs, the Parties or any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden DSU Plan; (d) the authorized share capital of Sulliden will be amended by redesignating the Sulliden Shares as the Class B Shares and the articles of Sulliden shall be deemed to be amended accordingly, and each certificate representing Sulliden Shares shall, as and from the time such redesignation is effective, represent Class B Shares; (e) the authorized share capital of Sulliden will be amended by the creation of an unlimited number of Class A Shares, and the articles of Sulliden shall be deemed to be amended accordingly; (f) the SpinCo Option Plan will come into force; (g) the transactions contemplated by the SpinCo Conveyance Agreement shall become effective and pursuant thereto, Sulliden shall assign and transfer to SpinCo and SpinCo shall accept the SpinCo Assets and SpinCo Liabilities, and as consideration for the SpinCo Assets, SpinCo shall issue to Sulliden that number of fully-paid and non- assessable SpinCo Shares such that immediately after the foregoing issuance Sulliden shall hold in aggregate (together with the SpinCo Shares held immediately prior to the foregoing issuance) that number of SpinCo Shares that is equal to 0.0147 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, all in accordance with the terms of the SpinCo Conveyance Agreement, and Sulliden shall be entered into the register of SpinCo Shares maintained by or on behalf of SpinCo; (h) Rio Alto will lend (the "Loan") to Sulliden an amount of cash equal to the Loan Amount by way of a non-interest bearing demand promissory note. If Rio Alto has so elected in accordance with Section 2.10(b) of the Arrangement Agreement, Sulliden will subscribe and pay for and Rio Alto shall issue to Sulliden that number of fully-paid and non- assessable Rio Alto Shares (the "Rio Alto Funding Shares") equal to $10,000,000 at the Rio Alto Share Price; (i) Sulliden will subscribe for and SpinCo shall issue to Sulliden that number of additional fully-paid and non-assessable SpinCo Shares that is equal to 0.0853 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, in consideration for payment from Sulliden to SpinCo (the "Sulliden Cash Transfer") of (i) cash subscription proceeds equal to $25,000,000 using funds from the Loan or (ii) $15,000,000 in cash using funds from the Loan and the transfer to SpinCo of all of the Rio Alto Funding Shares, in both instances subject to any applicable deduction to the cash amount in accordance with Section 2.3 (b) and (c); (j) Each Sulliden Option will be exchanged for a Sulliden Class A Option and one-tenth (0.1) of a SpinCo Option (and when aggregated with the other similar SpinCo Options of a holder of such options resulting in a fraction, they shall be rounded down to the nearest whole number of SpinCo Options). The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Sulliden Class A Option or a SpinCo Option, will be the same as the Sulliden Option for which it is exchanged and any document evidencing a Sulliden Option shall thereafter evidence and be deemed to evidence such Sulliden Class A Option or SpinCo Option, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Sulliden Class A Option or a SpinCo Option, as the case may be, will be increased such that the aggregate of the In-The-Money Amount of the Sulliden Class A Option and the In-The-MoneyAmount of the SpinCo Option immediately after the exchange does not exceed the In-The-Money Amount of the Sulliden Option immediately before the exchange. (k) Sulliden shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, and which reorganization shall occur in the following order: (i) each outstanding Class B Share will be exchanged with Sulliden free and clear of all Liens for one (1) Class A Share and one-tenth (0.1) of a SpinCo Share, and such Class B Share shall thereupon be cancelled, and: (A) the holders of such Class B Shares shall cease to be the holders thereof and to have any rights or privileges as holders of such Class B Shares; (B) such holders' names shall be removed from the register of the Class B Shares maintained by or on behalf of Sulliden; and (C) each Sulliden Shareholder shall be deemed to be the holder of the Class A Shares and SpinCo Shares (in each case, free and clear of any Liens) exchanged for the Class B Shares and shall be entered in the register of Sulliden or SpinCo, as the case may be, as the registered holder thereof; (ii) the stated capital of Sulliden for the outstanding Class A Shares will be an amount equal to the paid-up capital of Sulliden in respect of the Class B Shares, less the paid-up capital of Sulliden that is attributable to each Sulliden Share held by Dissenting Shareholders and described in paragraph 2.3(a) hereof, and less the fair market value of the SpinCo Shares distributed on such exchange; (l) each outstanding Class A Share (other than Class A Shares held by Rio Alto or any affiliate thereof) will, without further act or formality by or on behalf of a holder of Class A Shares, be irrevocably assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco Rio Alto (free and clear of all Liens) in accordance with Article 3; exchange for 0.525 of a Rio Alto Share for each Class A Share held, and (ci) the names holders of the Class A Shareholders whose such Class A Shares were transferred shall cease to Acquisitionco shall be removed from the applicable registers of holders thereof and to have any rights as holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the such Class A Shares so transferred and shall be deemed other than the legal and beneficial owner thereof.right to receive

Arrangement. (1) Prior to 3.1 Commencing at the Effective Time, each of the events set out below shall occur by operation of law and shall be deemed to occur in the following steps will occur order without any further act or formality except as set out belowotherwise provided herein: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is Tribute Option outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay notwithstanding any contingent vesting provisions to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate)it might otherwise have been subject, shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldfully vested; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right the Tribute Common Shares held by Tribute Dissenting Shareholders shall be directly assigned and deemed to have been transferred by such Dissenting Holder to Acquisitionco Can Merger Sub (free of any claims) and clear cancelled and as at the Effective Time such Tribute Dissenting Shareholder shall cease to have any rights as Tribute Common Shareholders other than the right to be paid the fair value of all Liens) their Tribute Common Shares in accordance with Article 3; and5; (c) if a Tribute Optionholder provides to Tribute, on or before the names date which is three (3) Business Days prior to the Effective Date, a duly completed and executed Optionholder Election Form and therein designates that certain Tribute Options held by such Tribute Optionholder are subject to an exchange election (“Exchange Options”), each such Exchange Option will be deemed to be surrendered to Tribute in exchange for such number of Tribute Common Shares as is equal to the Class A Shareholders whose Class A Shares were transferred quotient obtained when the Tribute Option Differential applicable to Acquisitionco shall be removed from such Exchange Option is divided by the applicable registers Tribute Market Value; (d) if a Tribute Optionholder does not deliver a duly completed and executed Optionholder Election Form in accordance with Subsection 3.1(c) or 3.1(h) or fails to make an election in respect of holders of Class A Sharesany Tribute Options held by such Tribute Optionholder, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and such Tribute Options not subject to an election shall be deemed to be (A) Exchange Options in the legal event the Tribute Option Differential applicable to such options is greater than zero; or (B) surrendered to Tribute in exchange for a cash payment of $0.0001 from Tribute per applicable Tribute Option in the event the Tribute Option Differential applicable to such option is zero or less than zero. (e) after the Effective Time, on the due and beneficial owner thereof.proper exercise of the Tribute Warrants by a Tribute Warrantholder, such Tribute Warrants will entitle such Tribute Warrantholder to purchase Parent Shares for no additional consideration beyond that set out in the Tribute Indenture or the certificates evidencing such Tribute Warrant, as the case may be, subject to the application of the Exchange Ratio, all of which is in accordance with the provisions of the Tribute Warrant Indenture and the certificates evidencing such Tribute Warrant, as the case may be;

Arrangement. (1) Prior to 3.1 At the Effective Time, subject to the provisions of Article 6 hereof, the following steps will occur as set out belowand will be deemed to occur in the following order without any further act or formality: (a) Effective at 11:00 p.m. the authorized share structure of CTF shall be reorganized by: (i) altering the identifying name of the existing CTF Shares to Class A Common shares without par value (the “CTF Class A Shares”); (ii) creating a class of shares consisting of an unlimited number of common shares without par value in the authorized share structure of CTF (the “New CTF Shares”); (iii) creating a class of shares consisting of an unlimited number of Class C Preferred shares without par value in the authorized share structure of CTF having the rights and restrictions described in Appendix I hereto (the “CTF Class C Preferred Shares”); (b) each issued and outstanding CTF Class A Share shall be exchanged for one New CTF Share and one CTF Class C Preferred Share and the holders of the CTF Class A Shares shall be removed from the central securities register of CTF and shall be added to the central securities register of CTF as the holders of the number of New CTF Shares and CTF Class C Preferred Shares that they receive on the day exchange; (c) all of the issued and outstanding CTF Class A Shares so exchanged shall be cancelled and returned to the authorized but unissued share structure of CTF, with the appropriate entries being made in the central securities register of CTF, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the CTF Class A Shares immediately prior to the Effective Date shall be allocated between the New CTF Shares and the CTF Class C Preferred Shares so that the aggregate paid-up capital of the CTF Class C Preferred Shares is, as far as possible, equal to the aggregate fair market value of the Distributable Newco Card Shares as of the Effective Date, and each CTF Class C Preferred Share so issued shall be issued by CTF at an issue price equal to such aggregate fair market value divided by the sale number of issued CTF Class C Preferred Shares, such aggregate fair market value of the shares Distributable Newco Card Shares to be set and confirmed by the CTF Board within a month of the Effective Date; (d) CTF shall redeem the issued and outstanding CTF Class C Preferred Shares for consideration consisting solely of Distributable Newco Card Shares, such that each holder of CTF Class C Preferred Shares will receive that number of Distributable Newco Card Shares that is equal to the number of CTF Class C Preferred Shares held by such holder; (e) the name of each holder of CTF Class C Preferred Shares shall be removed as such from the central securities register of CTF, and all of the issued CTF Class C Preferred Shares shall be cancelled and returned to the authorized but unissued share structure of CTF, with the appropriate entries being made in the central securities register of CTF; (f) the Distributable Newco Card Shares transferred to the holders of the CTF Class C Preferred Shares pursuant to §3.1(d) shall be registered in the names of the former holders of CTF Class C Preferred Shares and appropriate entries shall be made in the central securities register of Newco Card; (g) the CTF Class A Shares and the CTF Class C Preferred Shares, none of which will be allotted or issued once the steps referred to in §3.1(b) and §3.1(d) are completed, shall be cancelled and the authorized share structure of CTF shall be changed by eliminating the CTF Class A Shares and the CTF Class C Preferred Shares therefrom; (h) the notice of articles and articles of CTF shall be amended to reflect the changes to its authorized share structure made pursuant to this Plan of Arrangement; (i) each of the issued and outstanding New CTF Shares, other than Dissenting Shares held by Dissenting Shareholders will be deemed to be acquired by FleetCor, free and clear of any Encumbrances, in exchange for the Per Share Purchase Price and each CTF Shareholder, other than a Dissenting Shareholder, will: (i) be deemed to have transferred such New CTF Shares held by the CTF Shareholder to FleetCor, and the Per Share Purchase Price to be paid by the FleetCor to the CTF Shareholder will be deemed to be paid in exchange therefor; (ii) cease to be a holder of such New CTF Shares and the name of the CTF Shareholder will be removed from the central securities register of CTF as of the Effective Date; (iii) be deemed to have transferred its Proportionate Share of the Newco Card Funding Amount to Newco Card as a contribution to capital, and be deemed to have directed FleetCor and the Depositary to pay such amount to Newco Card on behalf of the Registered Shareholder in accordance with §3.2(c)(i); (iv) be deemed to have transferred its Proportionate Share of any amount of the Transition Services Expense Funding Payment and Transition Services Expense Payment that is paid to Newco Card in accordance with §3.2(c)(iv)(A) to Newco Card, and be deemed to have directed FleetCor and the Depositary to pay such amounts to Newco Card on behalf of the Registered Shareholder in accordance with §3.2(c)(iv)(A); and (v) be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement; (j) the Per Share Purchase Price owing to a former holder of New CTF Shares will be rounded down to the next whole cent; and (k) FleetCor will be and will be deemed to be the transferee of all New CTF Shares, other than Dissenting Shares, free and clear of any Encumbrances, and will be entered in the central securities register of CTF as the holder of such New CTF Shares as of the Effective Date. (a) Subject to receipt of the Final Order, by the Effective Date FleetCor shall deposit with the Depositary pursuant to §2.7 of the Arrangement Agreement by wire transfer or other means of immediately available funds an amount equal to the Estimated Purchase Price to be held in trust by the Depositary as follows: (i) the Aggregate Holdback Amount shall be held in trust for the benefit of FleetCor until the Effective Date, at which time it will be held in trust by the Depositary until such time as: (A) the Closing Net Debt is finally determined pursuant to the Arrangement Agreement and the Closing Adjustments Holdback is released from trust and distributed in accordance with the provisions of §3.2(c); and (B) the Loss Adjustments Holdback is released from trust and distributed in accordance with the provisions Article 4, upon which the Purchase Price will have been finally determined; and (ii) the Holdback Reduced Estimated Purchase Price shall be held in trust for the benefit of FleetCor until the Effective Date, at which time it will be held by the Depositary in trust for the benefit of the Registered Shareholders (other than Dissenting Shareholders) for distribution as soon as practicable following the Effective Time by the Depositary to Registered Shareholders (other than the Dissenting Shareholders) subject to, and in accordance with the provisions of §3.2(c). (b) As soon as practicable, and in any event within five (5) Business Days after the Closing Net Debt is finally determined pursuant to the Arrangement Agreement, FleetCor shall deliver to the Depositary, in trust for the benefit of Registered Shareholders, by certified cheque, bank draft, wire transfer or other means of immediately available funds, the amount of any Purchase Price Increase Amount for distribution, together with the Closing Adjustments Holdback (less any fees and expenses paid or to be paid from the Closing Adjustments Holdback as provided in §2.7(h) of the Arrangement Agreement), by the Depositary to Registered Shareholders subject to, and in accordance with the provisions of, §3.2(c). If there is no Purchase Price Increase Amount, the Depositary shall distribute any amount of the Closing Adjustments Holdback (after deducting any fees and expenses paid or to be paid from the Closing Adjustments Holdback as provided in §2.7(h) of the Arrangement Agreement) released from trust to Registered Shareholders (other than Dissenting Shareholders) subject to, and in accordance with the provisions of, §3.2(c). (c) Upon surrender by a Registered Shareholder to the Depositary of a duly completed and executed Transmittal Letter and such additional documents and instruments as the Depositary may reasonably require (including, where applicable, surrender for cancellation of any certificate which immediately prior to the Effective Time represented outstanding CTF Shares) the Registered Shareholder surrendering such duly completed and executed Transmittal Letter shall be entitled to receive, and the Depositary shall deliver to such Registered Shareholder, the Per Share Purchase Price which such Registered Shareholder has the right to receive under this Plan of Arrangement for each New CTF Share registered in the name of such Registered Shareholder immediately prior to the Effective Time on the register maintained by or on behalf of CTF, less any amounts withheld pursuant to §3.4. Delivery by the Depositary of the aggregate Per Share Purchase Price to which a Registered Shareholder is entitled pursuant to this Plan of Arrangement shall be, and shall for all purposes be deemed to be, satisfied by delivery by the Depositary: (i) to Newco Card, the Newco Card Funding Amount; (ii) following receipt by the Depositary of all documents and instruments required to be delivered to the Depositary by such Registered Shareholder pursuant to this §3.2(c) to each Registered Shareholder, that Registered Shareholder’s Proportionate Share of the difference between the Holdback Reduced Estimated Purchase Price minus the Newco Card Funding Amount; (iii) to each Registered Shareholder, as soon as practicable after the Closing Net Debt becomes final and binding (in accordance with the procedures set out in §2.7 of the Arrangement Agreement), that Registered Shareholder’s Proportionate Share of: (A) any Purchase Price Increase Amount; and (B) any amount of the Closing Adjustments Holdback (after deducting CTF’s share of any fees and expenses if any independent audit firm paid or to be paid from the Closing Adjustments Holdback as provided in §2.7(h) of the Arrangement Agreement) released from trust to Registered Shareholders in accordance with the terms and conditions of the Depositary Agreement; (iv) on the first Loss Adjustment Release Date: (A) to Newco Card, the amount of the Transition Services Expense Payment and the Transition Services Funding Amount (which Newco Card will then contribute to FTC Card for FTC Card to pay the Transition Services Expense Payment and the Transition Services Funding Amount to CTF Brasil), provided the amount of the Loss Adjustments Holdback to be released to the Registered Shareholders on the first Loss Adjustments Release Date after the deductions referred to in §3.2(c)(v)(A)-§3.2(c)(v)(D) below equals or exceeds the Transition Services Expense Payment and the Transition Services Funding Amount (and if the amount of the Loss Adjustments Holdback to be released to the Registered Shareholders on the first Loss Adjustments Release Date after the deductions referred to in §3.2(c)(v)(A)-§3.2(c)(v)(D) below is less than the Transition Services Expense Payment and the Transition Services Funding Amount, the portion of the Transition Services Expense Payment and the Transition Services Funding Amount that is equal to the amount of the Loss Adjustments Holdback to be released to the Registered Shareholders on the first Loss Adjustments Release Date after the deductions referred to in §3.2(c)(v)(A)-§3.2(c)(v)(D) below will be released by the Depositary to Newco Card); and (B) to the Registered Shareholders, the amount of the interest earned on the amount released by the Depositary to Newco Card pursuant to §3.2(c)(iv)(A) above; (v) to each Registered Shareholder, on each Loss Adjustments Release Date, that Registered Shareholder’s Proportionate Share of the Loss Adjustments Holdback to be released to Registered Shareholders on such date in accordance with the release schedule set out in §3.2(c)(vi) below minus, in the case of the first Loss Adjustments Release Date, any amount released to Newco Card pursuant to §3.2(c)(iv)(A) (including any interest earned during such period on that portion of the Registered Shareholder’s Proportionate Share of the Loss Adjustments Holdback that is to be released to Registered Shareholders, net of any payments and withholdings as set out in §3.2(c)(v)(A) - §3.2(c)(v)(D) below), less amounts for, (A) settled Loss Adjustments (which will be paid to FleetCor from the Loss Adjustment Holdback with any interest earned on the amounts that are paid to FleetCor), (B) unsettled Loss Adjustments (which amounts will be retained with the balance of the Loss Adjustment Holdback until the Loss Adjustments are settled), (C) reasonable costs and expenses incurred by the Shareholder’s Representative in participating in or assuming the defence of a Third Party Claim pursuant to §4.4 or in disputing a Direct Claim pursuant to §4.5 provided that if any such costs and expenses are recovered by the Shareholders’ Representative pursuant to any award of costs in any litigation regarding the Third Party Claim or Direct Claim, the amount of such recovered costs or expenses shall be delivered to the Depositary, in trust for the benefit of Registered Shareholders and shall be used or delivered as the other Loss Adjustments Holdback amounts then remaining on deposit with the Depositary; and (D) any amount by which the Purchase Price Reduction Amount exceeds the Closing Adjustments Holdback (after deducting CTF’s share of any fees and expenses of any independent audit firm to be paid from the Closing Adjustments Holdback as provided in §2.7(h) of the Arrangement Agreement); provided that, at least 30 calendar days (and no more than 45 calendar days) before each Loss Adjustments Release Date, FleetCor has delivered a statement to the Shareholders’ Representative detailing all amounts that (i) were paid from the Loss Adjustments Holdback during the year prior to the anniversary of the Effective Date immediately preceding the Loss Adjustments Release Date, (ii) will be withheld for payment of settled Loss Adjustments, if any, and (iii) are being withheld for unsettled Loss Adjustments (a copy of which statement will be mailed by the Depositary to the Registered Shareholders when the Registered Shareholder’s Proportionate Share of the Loss Adjustments Holdback that is released to Registered Shareholders is released to the Registered Shareholders), and the Shareholders’ Representative will have 10 Business Days following receipt of such statement from FleetCor to dispute any amounts being withheld for unsettled Loss Adjustments if the Shareholders’ Representative believes, acting reasonably, that such amounts have been miscalculated or that the chance of success of the Claim is remote. If, following such notice of dispute, FleetCor provides the Shareholders’ Representative within 30 Business Days with an opinion of legal counsel from one of (i) ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group▇▇▇▇ Advogados, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between (ii) ▇▇▇▇▇▇ Industries Inc. and The Filho, ▇▇▇▇▇ Filho, Marrey Jr e ▇▇▇▇▇▇▇ GroupAdvogados, Inc.; (biii) Immediately prior Trench, Rossi e Watanabe Advogados or (iv) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or, if none of those firms are able to represent FleetCor due to a conflict of interest, any other reputable large corporate law firm in Brazil) that the Effective TimeLoss Adjustment has been calculated correctly, or that the Loss Adjustment is probable or possible (and not, in fact, remote), as the case may be, FleetCor may proceed to withhold such amount from the Loss Adjustment Holdback. If any unsettled Loss Adjustments are settled after a Loss Adjustments Release Date on which the amount of the unsettled Loss Adjustments would, in the absence of the unsettled Loss Adjustments, have been released from the Loss Adjustments Holdback, or if the chance of success of the Claim becomes remote (as confirmed, if so requested by Fleetcor, by opinion of legal counsel, as set forth above), the Company shall cancel amount by which the unsettled Loss Adjustments that was asserted by FleetCor exceeds the actual amount of the settled Loss Adjustments (if any) will be released from the Loss Adjustments Holdback to each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth Registered Shareholder in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective Commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events shall occur and shall be deemed to occur as set out below consecutively in the following order, except where noted, without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, each Whistler RSU having a grant date of January 31, 2013 outstanding immediately prior to the Effective Time shall, and shall be deemed to, vest with respect to such number of Whistler Shares as is equal to one half of the number of Retention Shares (as defined in the agreement for such Whistler RSU) that would have vested if "Target" (as defined in the agreement for such Whistler RSU) was achieved in the Retention Fiscal Year (as defined in the relevant agreement for such Whistler RSU), and Whistler shall issue to the holder of such Whistler RSU such number of Whistler Shares in settlement of such Whistler RSU, the holder of such Whistler RSU shall be and shall be deemed to be the holder of such number of Whistler Shares, and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly, but the holder of such Whistler RSU shall not be entitled to a certificate or other document representing the Whistler Shares so issued (for greater certainty, for the purposes of this Section 3.1(a), a Whistler RSU is only outstanding after September 30, 2016 to the extent that the Retention Shares vested under the terms of such Whistler RSU on September 30, 2016 but the Whistler Shares in respect thereof have not been issued prior to the Effective Time); (b) concurrently with the preceding step, each Whistler Performance Award outstanding immediately prior to the Effective Time shall, and shall be deemed to, vest with respect to such number of Whistler Shares as is equal to its Whistler Performance Award Vesting Number, and Whistler shall issue to the holder of such Whistler Performance Award in settlement of such Whistler Performance Award such number of Whistler Shares, the holder of such Whistler Performance Award shall be and shall be deemed to be the holder of such number of Whistler Shares, and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly, but the holder of such Whistler Performance Award shall not be entitled to a certificate or other document representing the Whistler Shares so issued; (c) concurrently with the preceding step, each Whistler Option outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, fully vested and surrendered and transferred to Whistler in consideration for the issuance by Whistler of that number of Whistler Shares ("Net Surrender Shares") equal to, rounded down to the nearest whole share, (i) the number of Whistler Shares subject to such Whistler Option immediately prior to the Effective Time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Whistler Shares that, when multiplied by the Fair Market Value of a Whistler Share is equal to the aggregate exercise price of such Whistler Option, and the holder of such Whistler Option shall be and shall be deemed to be the holder of such number of Net Surrender Shares and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly, but the holder of such Whistler Option shall not be entitled to a certificate or other document representing the Net Surrender Shares so issued; (d) immediately following the preceding step, all outstanding Whistler Options, Whistler RSUs and Whistler Performance Awards shall, and shall be deemed to be, terminated (and all rights thereunder shall expire) and be of no further force or effect; (e) immediately following the preceding step, each Dissent Share shall be deemed to be transferred and assigned by such Dissenting Shareholder, without any further act of formality on its part, to Exchangeco (free and clear of any Liens) in accordance with, and for the consideration contemplated in, Article 4 and: (i) the registered holder thereof shall cease to be, and shall be deemed to cease to be, the registered holder of each such Dissent Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Whistler Shareholders in respect of each such Dissent Share, and at such time each Dissenting Shareholder will have the rights set out in Section 4.1; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Dissent Share; and (iii) Exchangeco shall be and shall be deemed to be the holder of all of the outstanding Dissent Shares and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly; (f) immediately following the preceding step, each Whistler Share (other than a Class A any Whistler Share held by Vail, Exchangeco or any of their respective Affiliates and any Dissent Share) shall be transferred and assigned, without any further act or formality on its part, to Exchangeco (free and clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for the Consideration, in each case in accordance with the election or deemed election of such Whistler Shareholder pursuant to Section 3.2, subject to Section 3.4 and Section 3.5, and (i) a Dissenting Holder who has validly exercised histhe registered holder thereof shall cease to be, her and shall be deemed to cease to be, the registered holder of each such Whistler Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Whistler Shareholders; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or its Dissent Rightotherwise, required to transfer and assign each such Whistler Share; and (iii) Exchangeco shall be and shall be deemed to be the holder of all of the outstanding Whistler Shares and the central securities register of Whistler shall be, and shall be deemed to be, revised accordingly; (g) concurrently with the preceding step, (i) Vail, Callco and Exchangeco shall execute the Exchangeable Share Support Agreement, and (ii) if applicableVail, Exchangeco and the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, Trustee shall not be exchanged under execute the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned Voting and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3Exchange Trust Agreement; and (ch) at any time after the names completion of the Class A Shareholders whose Class A Shares were transferred share exchange set out in Section 3.1(f), as promptly as possible after all conditions therefor have been met, Whistler shall file the prescribed form of election under the Tax Act with the Canada Revenue Agency electing to Acquisitionco shall be removed from cease being a public corporation for the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder purposes of the Class A Shares so transferred and shall Tax Act, it being expressly provided that the events provided for in this Section 3.1 will be deemed to occur on the legal and beneficial owner thereofEffective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Timeformality simultaneously: (a) each Class A Glamis Common Share outstanding at the Effective Time, held by a Former Glamis Shareholder (other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her Shareholder or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco Goldcorp or any subsidiary of their affiliates Goldcorp) shall be transferred to Goldcorp and in consideration thereof Goldcorp shall issue Goldcorp Common Shares on the basis of 1.69 fully paid and non-assessable Goldcorp Common Shares (which Class A the “Share Exchange Ratio”) and $0.0001 in cash for each Glamis Common Share, if anysubject to sections 3.03, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned 3.04 and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldArticle 5 hereof; (b) each Class A Glamis Common Share in respect of which held by a Class A Dissenting Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and deemed to be transferred by such Dissenting Holder to Acquisitionco (the holder thereof, without any further act or formality on its part, free and clear of all Liens) liens, claims and encumbrances, to Goldcorp and Goldcorp shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3; and (c) 4 hereof, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers of central securities register as holders of Class A Shares, Glamis Common Shares and Acquisitionco Goldcorp shall be recorded as the registered holder of the Class A Glamis Common Shares so transferred and shall be deemed to be the legal owner of such Glamis Common Shares; and (c) each Glamis Option outstanding immediately before the Effective Time, whether or not vested, shall be exchanged for an option (a “Converted Goldcorp Option”) to acquire (on the same terms and beneficial owner thereofconditions as were applicable to such Glamis Option immediately before the Effective Time under the relevant Glamis Share Option Plan under which it was issued and the agreement evidencing the grant thereof and, in particular, but without limitation, if the Glamis Option is deemed to vest at the Effective Time in accordance with the Glamis Share Option Plan or such agreement, then the Converted Goldcorp Option shall be fully vested) the number (rounded down to the nearest whole number) of Goldcorp Common Shares equal to the product of: (A) the number of Glamis Common Shares subject to such Glamis Option immediately before the Effective Time and (B) the Share Exchange Ratio. The exercise price per Goldcorp Common Share subject to any such Converted Goldcorp Option shall be an amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of (A) the exercise price per Glamis Common Share subject to such Glamis Option immediately before the Effective Time divided by (B) the Share Exchange Ratio, provided that the exercise price otherwise determined shall be increased to the extent, if any, required to ensure that the In the Money Amount of the Converted Goldcorp Option immediately after the exchange is equal to the In the Money Amount of the exchanged Glamis Option immediately before the exchange.

Arrangement. (1) Prior to Commencing at the Effective Time, Time the following steps transactions will occur as set out belowand be deemed to occur in the following sequence without further act or formality: (a) Effective at 11:00 p.m. on the day each Company Share held by a Dissenting Company Shareholder who has validly exercised such Company Shareholder’s Dissent Rights pursuant to Article 5 of this Plan of Arrangement and which Dissent Rights remain valid immediately prior to the Effective DateTime shall be transferred to, and acquired by the sale Company without any further act or formality on its part, free and clear of all Liens, and cancelled and the shares Dissenting Company Shareholder shall cease to: (i) be a registered Company Shareholder; and (ii) have any rights as a Company Shareholder other than the right to be paid the fair value of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur such Company Share in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.Article 5 of this Plan of Arrangement; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU Class C Preferred Share issued and RSU that is outstanding immediately prior to the Effective TimeTime shall be converted into and exchanged for one (1) validly issued, whether vested or unvestedfully paid and non-assessable Company Common Share; (c) each Company Class D Preferred Share issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for a number of validly issued, fully paid and non-assessable Company Common Shares equal to the Class D Preferred Conversion Ratio; (d) the issued and outstanding Company Common Shares that are designated as Purchased Shares in the Payment Spreadsheet and held by a Selling Shareholder entitled to Cash Arrangement Consideration as set forth the Payment Spreadsheet will be transferred to Holdco in exchange for such cancellation will pay to the holders thereof portion of the amounts Cash Arrangement Consideration set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective TimePayment Spreadsheet, each of the Denco Trust and the Automotive & General Trusts Purchased Shares will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below have been transferred to Holdco without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens, and each Selling Shareholder entitled to receive a portion of the Cash Arrangement Consideration will cease to be the registered holder of the Purchased Shares and will cease to have any rights as registered holder of such Purchased Shares other than the right to be paid by Holdco the portion of the Cash Arrangement Consideration set out on the Payment Spreadsheet, and such Company Shareholder’s name will be removed as the registered holder of such Purchased Shares from the central securities register of the Company; (e) each remaining issued and outstanding Company Common Share shall be transferred to, and acquired by Holdco, free and clear of all Liens, and each Company Shareholder will be issued the number of Holdco Common Shares set forth in accordance with Article 3the Payment Spreadsheet, provided that: (i) no fractional Holdco Common Shares shall be issued pursuant to this Section 3.1 and the person otherwise entitled to receive such fractional Holdco Common Share shall receive treatment per Section 3.2; and (cii) each Company Shareholder will cease to be the names holder of Company Shares and the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall name of each Company Shareholder will be removed from the applicable registers central securities register of holders Company Shares and added to the register of Class A Holdco Common Shares, and Acquisitionco shall Holdco will be recorded as the registered holder of all of the Class A Company Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; (f) the Holdco Common Share held by the Company will be cancelled for no consideration and the Company will cease to be the registered shareholder of such Holdco Common Share, and the Company’s name will be removed as the registered holder of such Holdco Common Share from the central securities register of Holdco; (g) the Holdco Common Shares issued and outstanding at the time of this Section 3.1(g) are the Locked Shares. The Locked Share are subject to the transfer restrictions set out in Article 6 of this Plan of Arrangement. Holdco will only register a transfer of the Locked Shares that is made in accordance with the transfer restrictions. The Locked Shares are uncertificated and will have a notation in the central securities register of Holdco regarding the transfer restrictions, and the written notice sent to Holdco Shareholders will state that the transfer restrictions exist; (h) [NTD: Placeholder for name changes of Newco/Amalco/Clever Leaves.] (i) [NTD: Placeholder for changing the CL Board and the Holdco Board numbers, and naming the directors, in accordance with the terms of the BCA; and] (j) the Company will adopt the form of articles attached as schedule l. [NTD: To be standard BC subsidiary articles.] The Company Unanimous Shareholders’ Agreement and the Company Investor Rights Agreement will be terminated and no person will have any rights or obligations under these agreements.

Arrangement. (1a) Prior Subject to section 2.2(b), commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality: (i) each Common Share (other than Common Shares held by ADSX or any subsidiary or affiliate thereof which shall not be exchanged under this Arrangement and shall remain outstanding as Common Shares held by ADSX or any subsidiary or affiliate thereof) will be transferred by the holder thereof, without any act or formality on his part, to ADSX in exchange for that number of fully paid and non-assessable ADSX Common Shares determined by using the Exchange Ratio (accordingly each of the holders of Common Shares will be entitled to receive the number of ADSX Common Shares equal to the product of the Exchange Ratio multiplied by the number of Common Shares held by such holder), and the name of each such holder will be removed from the register of holders of Common Shares and added to the register of holders of ADSX Common Shares; and (ii) each Dilutive Security shall be exchanged for an option or warrant, as the case effective may be (a “Replacement Security”), to purchase a number of ADSX Common Shares equal to the product of the Exchange Ratio multiplied by the number of Common Shares subject to such Dilutive Security at an exercise price per ADSX Common Share equal to the exercise price per share of such Dilutive Security immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in a Replacement Security being exercisable for a fraction of an ADSX Common Share, then the number of ADSX Common Shares subject to such Replacement Security shall be rounded down to the next whole number of ADSX Common Shares and the total exercise price for the Replacement Security will be reduced by the exercise price of the fractional ADSX Common Share. The term to expiry, conditions to and manner of exercising, vesting schedule, and all other terms and conditions of such Replacement Security will otherwise be unchanged, and any document or agreement previously evidencing an Option shall thereafter evidence and be deemed to evidence such Replacement Security. (b) If ADSX estimates, acting reasonably, that the Net Assets of the Corporation as at five minute intervals starting at the Effective TimeDate are likely to be less than CDN$4,250,000, then, at the option (the “Two Tranche Option”) of ADSX, exercisable by notice in writing to the Corporation, such notice (i) to be given in accordance with section 2.2(c) and (ii) to disclose the amount that ADSX so estimates will be the Net Assets of the Corporation on the Effective Date and the basis of ADSX’s estimate in sufficient detail to enable the Corporation, acting reasonably, to assess the reasonableness of ADSX’s estimate, section 2.2(a) shall have no application and: (ai) each Class A Share outstanding commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (A) each Common Share (other than a Class A Share Common Shares held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco ADSX or any of their affiliates (subsidiary or affiliate thereof which Class A Share, if any, shall not be exchanged under the this Arrangement but and shall remain outstanding as a Class A Share Common Shares held by ADSX or any subsidiary or affiliate thereof) will be transferred by the Purchaserholder thereof, Acquisitionco without any act or formality on his part, to ADSX in exchange for that number of fully paid and non-assessable ADSX Common Shares determined by using the First Tranche Exchange Ratio (accordingly each of the holders of Common Shares will be entitled to receive the number of ADSX Common Shares equal to the product of the First Tranche Exchange Ratio multiplied by the number of Common Shares held by such affiliateholder), and the name of each such holder will be removed from the register of holders of Common Shares and added to the register of holders of ADSX Common Shares; and (B) each Dilutive Security shall be exchanged for an option or warrant, as the case may be (a “Two Tranche Replacement Option”), to purchase: (I) from the Effective Time until the Settlement Time, a number of ADSX Common Shares equal to the product of the First Tranche Exchange Ratio multiplied by the number of Common Shares subject to such Dilutive Security immediately prior to the Effective Time at an exercise price per ADSX Common Share equal to the exercise price per share of such Dilutive Security immediately prior to the Effective Time divided by the First Tranche Exchange Ratio; and (II) after the Settlement Time, a number of ADSX Common Shares equal to the difference between (i) the product of the Settled Exchange Ratio multiplied by the number of Common Shares subject to such Dilutive Security immediately prior to the Effective Time and (ii) the number of ADSX Common Shares issued pursuant to such Two Tranche Replacement Option prior to the Settlement Time, at an exercise price per ADSX Common Share equal to the exercise price per share of such Dilutive Security immediately prior to the Effective Time divided by the Settled Exchange Ratio. If the foregoing calculation results in a Two Tranche Replacement Option being exercisable for a fraction of an ADSX Common Share, then the number of ADSX Common Shares subject to such Two Tranche Replacement Option shall be rounded down to the next whole number of ADSX Common Shares and the total exercise price for the Two Tranche Replacement Option will be reduced by the exercise price of the fractional ADSX Common Share. The term to expiry, conditions to and manner of exercising, vesting schedule, and all other terms and conditions of such Two Tranche Replacement Option will otherwise be unchanged, and any document or agreement previously evidencing an Dilutive Security shall thereafter evidence and be deemed to evidence such Two Tranche Replacement Option. (ii) Forthwith after the Settlement Time, ADSX shall issue to the holders of the Common Shares transferred to ADSX pursuant to (b)(i)(A) above, for each Common Share so transferred, the number of fully paid and non-assessable additional ADSX Common Shares determined by using the Adjustment Exchange Ratio (accordingly each of the holders of Common Shares will be entitled to receive the number of ADSX Common Shares equal to the product of the Adjustment Exchange Ratio multiplied by the number of Common Shares transferred by such holder). (c) The notice referred to in section 2.2(b) shall be given no earlier than the pronouncement of the Final Order and no later than 10 Business Days after the date on which the Final Order is pronounced, provided that if the Effective Date is more than seven Business Days after the date (the “Original Notice Date”) that is: (i) the date on which ADSX gave such notice, if ADSX gave such notice no later than 10 Business Days after the date on which the Final Order is pronounced; or (ii) the date that is the 10th Business Day after the date on which the Final Order is pronounced, if ADSX did not give such notice on or before such date, then, unless the reason the Effective Date is more than seven Business Days after the Original Notice Date is solely and directly because of ADSX’s failure to perform all or any of its obligations under the Acquisition Agreement during such period of seven Business Days after the Original Notice Date, any notice ADSX may have given shall be deemed to be assigned rescinded, cancelled and transferred by of no effect and ADSX may give notice at any time prior to the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofEffective Time.

Arrangement. (1) Prior to At the Effective Time, the following steps events and transactions set out below in this Section 3.1, will occur as and be deemed to occur, unless otherwise provided, in the order set out below, without any further act or formality, and with each event or transaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event or transaction: (a) Effective Centiva will transfer to Aylen all of the Distribution Property with good and marketable title thereto and free from any Encumbrances securing a liability or obligation of Centiva which is not being assumed by Aylen under the Arrangement. As the consideration for the Distribution Property so transferred by Centiva to Aylen, Aylen will assume all liabilities of Centiva (other than those related to the Arrangement) and will issue to Centiva 16,856,632 Aylen Common Shares; (b) in connection with such transfer: (i) Centiva and Aylen will jointly elect to have the provisions of subsection 85(1) of the Tax Act apply to the transfer of the Distribution Property. The agreed amount for purposes of the Tax Act in respect of the election will be equal to the lessor of the cost amount to Centiva of the Distribution Property at 11:00 p.m. the time of the transfer and the fair market value of the Distribution Property at the time of the transfer; and (ii) the amount added to the stated capital of the Aylen Common Shares issued by Aylen to Centiva, will be equal to such agreed amount less the value of the liabilities of Centiva assumed by Aylen; (c) the stated capital of the Centiva Common Shares will be reduced by an amount equal to the fair market value of the Distributed Property; (d) as a payment on such reduction of stated capital, the Aylen Common Shares will be distributed to the Centiva Shareholders, on the day prior basis of one Aylen Common Share for each Centiva Common Share; (e) Aylen will deliver to Centiva the Effective DatePromissory Note and the Security Agreement in form and substance satisfactory to Centiva, in its sole discretion; (f) the sale articles of Centiva will be amended to change the shares name of Centiva to ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Equities Group Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (cg) Immediately prior to the Effective Time, each Directors of the Denco Trust and the Automotive & General Trusts Centiva will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as persons set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof.Schedule A.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will shall occur as set out below: and shall be deemed to occur in the following order without any further act or formality, unless specifically noted: (a) Effective at 11:00 p.m. on the day prior to the Effective Dateeach Company Legacy Option and Company Option held by a Company Departing Person, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Groupwhether vested or unvested, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately outstanding immediately prior to the Effective Time, shall be transferred by the holder thereof to the Company in exchange for, subject to Section 4.4, a cash payment from the Company equal to the amount by which the Cash-out Amount exceeds the exercise price of such Company Legacy Option or Company Option(for any options with an exercise price set in Canadian dollars, as converted to United States dollars based on the exchange rate quoted by the Bank of Canada on the Effective Date), as applicable and, for greater certainty, where such amount is a negative, neither the Company nor the Purchaser shall cancel be obligated to pay the holder of such Company Legacy Option and Company Option any amount in respect of such Company Legacy Option and Company Option and each such Company Legacy Option and Company Option shall immediately be cancelled and, as of the effective time of such cancellation: (i) the holder thereof shall cease to be the holder of such Company Legacy Option or Company Option, (ii) the holder thereof shall cease to have any rights as a holder in respect of such Company Legacy Option or Company Option, or under the Company Legacy Plan or the Company Stock Option Plan, other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.3(a), (iii) such holder’s name shall be removed from the applicable register, and (iv) all agreements, grants and similar instruments relating thereto shall be cancelled; (b) Concurrently; (i) each Company Share held by a Dissenting Company Shareholder in respect of which Dissent Rights have been validly exercised under Section 3.1 shall be deemed to have been transferred and assigned to the Purchaser and: (A) the holder thereof shall cease to be the holder of such Company Share, (B) the holder thereof shall cease to have any rights as a holder in respect of such Company Share other than the right to be paid fair value for such Company Share as set out in Section 3.1, (C) such holder’s name shall be removed from the register of Company Shares maintained by or on behalf of the Company, and (D) the Purchaser shall be entered as the holder thereof on the register of Company Shares maintained by or on behalf of the Company; (ii) each Company Share outstanding immediately prior to the Effective Time (other than Company Shares held by Dissenting Company Shareholders in respect of which Dissent Rights have been validly exercised under Section 3.1) shall be deemed to be transferred and assigned to the Purchaser and: (A) the holder thereof shall cease to be the holder of such Company Share, (B) the holder thereof shall cease to have any rights as a holder in respect of such Company Share, other than the right to receive the consideration to which such holder is entitled pursuant to Section 2.3(b)(v), (C) such holder’s name shall be removed from the register of Company Shares maintained by or on behalf of the Company, and (D) the Purchaser shall be entered as the holder thereof on the register of Company Shares maintained by or on behalf of the Company; (iii) the Purchaser pays the purchase price for the Company Shares transferred to it pursuant to Section 2.3(b)(i) and Section 2.3(b)(ii) by issuing Purchaser Shares to the Parent having an aggregate fair market value equal to the aggregate fair market value of the Company Shares so transferred to the Purchaser. The Purchaser Shares are deemed to be issued to the Parent in respect of, and by virtue of, the disposition by the Company Shareholders of the Company Shares to the Purchaser, and the acquisition of the Company Shares by the Purchaser, pursuant to Section 2.3(b)(i) and Section 2.3(b)(ii). The issuance of the Purchaser Shares to the Parent pursuant to this Section 2.3(b)(iii) shall be the sole and exclusive consideration given by the Purchaser in respect of the transfer and assignment of the Company Shares to the Purchaser pursuant to Section 2.3(b)(i) and Section 2.3(b)(ii) and none of the Company Shareholders or Dissenting Company Shareholders who have validly exercised Dissent Rights under Section 3.1 shall have any claims or recourse against the Purchaser in respect of the transfer and assignment of the Company Shares to the Purchaser pursuant to Section 2.3(b)(i) and Section 2.3(b)(ii); (iv) each Dissenting Company Shareholder that transfers and assigns their Company Shares to the Purchaser pursuant to Section 2.3(b)(i) pays consideration for the debt claim owing to it by the Parent described in Section 2.3(b)(v) by transferring and assigning their Company Shares to the Purchaser pursuant to Section 2.3(b)(i) and each Company Shareholder that transfers and assigns their Company Shares to the Purchaser pursuant to Section 2.3(b)(ii) pays consideration for the Cash Consideration and the Share Consideration delivered to it by the Parent by transferring and assigning their Company Shares to the Purchaser pursuant to Section 2.3(b)(ii); and (v) the Parent pays the purchase price for the Purchaser Shares issued to it in Section 2.3(b)(iii) by: (A) for each Company Share transferred to the Purchaser pursuant to Section 2.3(b)(i), incurring a debt claim determined and payable in accordance with Section 3.1 to each Dissenting Company Shareholder who validly exercises Dissent Rights under Section 3.1 and (B) for each Company Share transferred to the Purchaser pursuant to Section 2.3(b)(ii), paying the Cash Consideration and issuing the Share Consideration to each Company Shareholder that transferred and assigned their Company Shares to the Purchaser pursuant to Section 2.3(b)(ii); (c) each Company Legacy Option and Company Option held by a Company Retained Person, whether vested or unvested, outstanding immediately prior to the Effective Time, shall be exchanged for an option (a “Replacement Option”) granted by the Parent to acquire that number of Parent Shares equal to the product of the Exchange Ratio multiplied by the number of Company Shares subject to such Company Legacy Option or Company Option, as applicable, provided that the aggregate number of Parent Shares issuable to a holder of Company Legacy Options or Company Options pursuant to such Replacement Options shall be rounded down to the nearest whole number of Parent Shares. Such Replacement Option shall have an exercise price per Parent Share equal to the exercise price per Company Share of such Company Legacy Option or Company Option, (for any options with an exercise price set in Canadian dollars, as converted to United States dollars based on the exchange rate quoted by the Bank of Canada on the Effective Date), as applicable, immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent, provided that the exercise price of such Replacement Option shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of such Replacement Option does not exceed the In the Money Amount of such Company Legacy Option or Company Option, as applicable, before the exchange. All other terms and conditions of such Replacement Option will be the same as the Company Legacy Option or Company Option, as applicable, for which it is exchanged, and any document or agreement previously evidencing such Company Legacy Option or Company Option, as applicable, shall thereafter evidence and be deemed to evidence such Replacement Option; (d) each Company DSU and Company RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and shall be transferred by the holder thereof to the Company in exchange for such cancellation will pay for, subject to Section 4.4, a cash payment equal to the holders Cash-out Amount (plus the amount of any accrued dividends thereon), and each such Company DSU and Company RSU shall immediately be cancelled and, as of the effective time of such cancellation: (i) the holder thereof shall cease to be the amounts set forth holder of such Company DSU or Company RSU, as applicable, (ii) the holder thereof shall cease to have any rights as a holder in respect of such Company DSU or Company RSU, as applicable, or under the acknowledgments Company Directors Share Unit Plan or the applicable stand-alone award agreement, as applicable, other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.3(d), (iii) such holder’s name shall be removed from the applicable register, and releases executed by such holders(iv) all agreements, grants and similar instruments relating thereto shall be cancelled; and (ce) Immediately each Company PSU outstanding immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution whether vested or unvested, subject to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate)Section 4.4, shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco the Company in exchange for a cash payment equal to the Consideration for Cash-out Amount (plus the amount of any accrued dividends thereon), and each Class A Share held; such Company PSU shall immediately be cancelled and, as of the effective time of such cancellation: (bi) each Class A Share the holder thereof shall cease to be the holder of such Company PSU, (ii) the holder thereof shall cease to have any rights as a holder in respect of such Company PSU, or under the applicable stand-alone award agreement, other than the right to receive the consideration to which a Class A Shareholder has validly exercised hissuch holder is entitled pursuant to this Section 2.3(e), her or its Dissent Right shall be directly assigned and transferred by (iii) such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco holder’s name shall be removed from the applicable registers of holders of Class A Sharesregister, and Acquisitionco (iv) all agreements, grants and similar instruments relating thereto shall be recorded cancelled; (f) each Company Additional PSU and Company Legacy Additional PSU (and any related dividend equivalents) outstanding immediately prior to the Effective Time shall be forfeited for no consideration pursuant to its terms, and each such Company Additional PSU and Company Legacy Additional PSU (and any related dividend equivalents) shall immediately be cancelled and, as of the registered effective time of such cancellation: (i) the holder thereof shall cease to be the holder of such Company Additional PSU or Company Legacy Additional PSU (and any related dividend equivalents), (ii) the Class A Shares so transferred holder thereof shall cease to have any rights as a holder in respect of such Company Additional PSU or Company Legacy Additional PSU (and any related dividend equivalents), or under the applicable stand-alone award agreement or Company Legacy Plan, as applicable, (iii) such holder’s name shall be removed from the applicable register, and (iv) all agreements, grants and similar instruments relating thereto shall be cancelled; (g) each Company Legacy RSU, whether vested or unvested, outstanding immediately prior to the Effective Time: (i) in the case of a Company Departing Person, shall be transferred by the holder thereof to the Company in exchange for, subject to Section 4.4, a cash payment from the Company equal to the Cash-out Amount and each such Company Legacy RSU shall immediately be cancelled; and (ii) in the case of a Company Retained Person, shall be transferred by the holder thereof to the Company in exchange for, subject to Section 4.4, the Cash Consideration and the issuance by the Parent to the holder thereof of the Share Consideration, and each such Company Legacy RSU shall immediately be cancelled, and each such Company Legacy RSU shall immediately be cancelled and, as of the effective time of such cancellation: (i) the holder thereof shall cease to be the holder of such Company Legacy RSU, (ii) the holder thereof shall cease to have any rights as a holder in respect of such Company Legacy RSU, or under the Company Legacy Plan, other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.3(g), (iii) such holder’s name shall be removed from the applicable register, and (iv) all agreements, grants and similar instruments relating thereto shall be cancelled; (h) each Company Legacy PSU, whether vested or unvested, outstanding immediately prior to the Effective Time, shall be transferred by the holder thereof to the Company in exchange for, subject to Section 4.4, the Cash Consideration and the issuance by the Parent to the holder thereof of the Share Consideration, and each such Company Legacy PSU shall immediately be cancelled and, as of the effective time of such cancellation: (i) the holder thereof shall cease to be the holder of such Company Legacy PSU, (ii) the holder thereof shall cease to have any rights as a holder in respect of such Company Legacy PSU, or under the Company Legacy Plan, other than the right to receive the consideration to which such holder is entitled pursuant to this Section 2.3(h), (iii) such holder’s name shall be removed from the applicable register, and (iv) all agreements, grants and similar instruments relating thereto shall be cancelled; and (i) at any time after the completion of the steps in Section 2.3(b), as promptly as possible after all conditions therefor have been met, the Company shall file the prescribed form of election under the Tax Act with the Canada Revenue Agency electing to cease being a public corporation for the purposes of the Tax Act, it being expressly provided that the events provided for in this Section 2.3 will be deemed to occur on the legal and beneficial owner thereofEffective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective Commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events set out below shall occur and shall be deemed to occur in the following sequence or as set out otherwise provided below or herein, without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Each Chemesis Common Share in respect of which a Class A Chemesis Shareholder has validly exercised his, her or its Dissent Right Rights and for which the Chemesis Shareholder is ultimately entitled to be paid fair value (each a “Dissent Share”) shall be directly assigned and transferred deemed to have been repurchased by Chemesis for cancellation in consideration for a debt-claim against Chemesis to be paid the fair value of such Dissenting Holder to Acquisitionco (free and clear of all Liens) Dissent Share in accordance with Article 33 of this Plan of Arrangement, net of any applicable withholding tax, and such Dissent Share shall thereupon be cancelled. (b) Chemesis will transfer all of the issued and outstanding common shares of La Finca to SpinCo in exchange for such number of Spinco Common Shares as is equal to the number of Chemesis Common Shares issued and outstanding immediately prior to the Effective Time. (c) Notwithstanding the terms of the Chemesis Plan, including any agreement made thereunder: (i) each Chemesis Option (whether vested or not) exercisable for a Chemesis Common Share that is outstanding as at the Effective Date which has not been duly exercised or cancelled will be and will be deemed to be exchanged for: (A) one fully-vested Replacement Chemesis Option to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the Chemesis Option. Each Replacement Chemesis Option will be governed by the terms of the Chemesis Plan and will have: (1) an exercise price per Chemesis Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Chemesis Option so exchanged immediately before the Effective Time; and (2) the same expiry date as the expiry date of the Chemesis Option for which such Replacement Chemesis Option was exchanged; and (cB) one fully-vested Spinco Option. Each Spinco Option will be exercisable to purchase from Spinco one Spinco Common Share, will be governed by the terms of the Spinco Plan and will have: (1) an exercise price per Spinco Common Share (rounded up to the nearest whole cent) equal to the exercise price of each such Chemesis Option so exchanged immediately before the Effective Time; and (2) the names same expiry date as the expiry date of the Class A Shareholders whose Class A Shares were transferred Chemesis Option for which such Spinco Option was exchanged, provided that the exercise prices of each Replacement Chemesis Option and each Spinco Option issued pursuant to Acquisitionco the step above shall be removed and be deemed to be automatically adjusted such that the aggregate In-the-Money Amounts thereof immediately after the steps above does not exceed the In the Money Amount of the exchanged Chemesis Option determined immediately before the exchange, with the intention that subsection 7(1.4) of the Tax Act will apply to each exchange; and (ii) each Chemesis RS that is outstanding as at the Effective Date which has not vested or been cancelled will be deemed to be vested and, subject to applicable withholdings and other source deductions, all such Chemesis RSs will be and will be deemed to be redeemed by the respective holders in exchange for the issuance to each such holder of such number of Chemesis Common Shares and SpinCo Common Shares as such holder would have been entitled to receive had such Chemesis RSs been redeemed for Chemesis Common Shares immediately prior to the Effective Time. (d) Notwithstanding the terms of any certificates representing the Chemesis Warrants, including any agreement made thereunder: (i) each Chemesis Warrant (whether vested or not) exercisable for an Chemesis Common Share that is outstanding as at the Effective Date which has not been duly exercised or cancelled will be and will be deemed to be exchanged for: (A) one fully-vested Replacement Chemesis Warrant to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the applicable registers Chemesis Warrant. Each Replacement Chemesis Warrant will have: (1) an exercise price per Chemesis Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Chemesis Warrant so exchanged immediately before the Effective Time; and (2) the same expiry date as the expiry date of the Chemesis Warrant for which such Replacement Chemesis Warrant was exchanged; and (B) one fully-vested Spinco Warrant to purchase from Spinco one Spinco Common Share for every Chemesis Common Share that could be purchased under the Chemesis Warrant. Each Spinco Warrant will have: (1) an exercise price per Spinco Common Share (rounded up to the nearest whole cent) equal to the exercise price of each such Chemesis Warrant so exchanged immediately before the Effective Time; and (2) the same expiry date as the expiry date of the Chemesis Warrant for which such Spinco Warrant was exchanged, provided that the exercise prices of each Replacement Chemesis Warrant and each Spinco Warrant issued pursuant to the step above shall be and be deemed to be automatically adjusted such that the aggregate In-the-Money Amounts thereof immediately after the steps above does not exceed the In the Money Amount of the exchanged Chemesis Warrant determined immediately before the exchange, with the intention that subsection 7(1.4) of the Tax Act will apply to each exchange. (e) Chemesis will distribute the Spinco Shares to the holders of Class A SharesChemesis Common Shares (other than a Dissenting Shareholder) on the basis of one Spinco Share for each Chemesis Common Share, held as at the Effective Date, as a return of stated capital and Acquisitionco shall be recorded as the registered holder reduction of paid-up capital for purposes of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofTax Act.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur except as set out noted below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order, without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share all Common Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all Liens) to the Company; and (i) a such Dissenting Holder who has validly exercised his, her or its Dissent Right, Shareholders shall cease to be the holders of such Common Shares and cease to have any rights as Shareholders other than the right to be paid the fair value for such Common Shares as set out in Article 4; (ii) if applicablesuch Dissenting Shareholder shall cease to be a Shareholder, and the Purchasername of such Dissenting Shareholder shall be removed from the register of holders of Common Shares maintained by or on behalf of the Company; and (iii) such transferred Common Shares will then be deemed to be redeemed and cancelled by the Company; (b) subject to Section 3.3, Acquisitionco or any of their affiliates each outstanding Common Share (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share other than those held by the Purchaser, Acquisitionco or such affiliate), Dissenting Shareholders) shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) to Teranga in exchange for the Consideration; (c) each Company Option which is outstanding and has not been duly exercised or rolled over under the Teranga Option Plan prior to the Effective Date shall be exchanged by the holder thereof for a fully vested option to purchase from Teranga (each a “Teranga Replacement Option”) the number of Teranga Shares (rounded down to the nearest whole share) equal to 0.60 multiplied by the number of Common Shares subject to the Company Option for which it was exchanged, at an exercise price per Teranga Share (rounded up to the nearest whole cent) equal to the exercise price per Common Share specified in the Company Option for which it was exchanged, divided by 0.60. Such Teranga Replacement Options shall not expire as a result of the optionee ceasing to be employed or engaged as a consultant, officer or director or otherwise in a service relationship with the Company, a subsidiary of the Company or any successor thereof, or as a result of termination of such relationship by the Company but such Teranga Replacement Options held by a director, officer or consultant of the Company who ceases to be a director, officer or consultant, as applicable, of the Company shall be deemed to have been amended to provide that such Teranga Replacement Option shall expire not later than the earlier of: (i) the original expiry date of the Company Option; and (ii) February 6, 2015. Such Teranga Replacement Options shall be deemed to be issued under the Teranga Stock Option Plan, as if originally granted thereunder. Except as provided above, all terms and conditions of a Teranga Replacement Option, including the conditions to and manner of exercising, will be the same as the Company Option for which it was exchanged, and shall be governed by the terms of the applicable Company Option Plan and any certificate or option agreement previously evidencing the Company Option shall thereafter evidence and be deemed to evidence such Teranga Option; (d) the replacement stock options that were issued by Teranga under the Roll-over Stock Option Agreements shall be deemed to have been issued under the Teranga Stock Option Plan, in accordance with Article 3the terms of the Roll-over Stock Option Agreements, without any further action of the parties to the Roll-over Stock Option Agreements or the Company; (e) Oromin and NewCo will merge and continue as one company (“Amalco”) with the same effect as if they had amalgamated under Section 273 of the BCBCA and with effect under Section 282 of the BCBCA; and (cf) from and after the Effective Date, at the time of the step contemplated in Section 2.3(e): (i) the names shares of NewCo shall be cancelled on the amalgamation without any repayment of capital in respect of such shares; (ii) the stated capital of the Class A Shareholders whose Class A Amalco common shares will be an amount equal to the “paid-up capital”, as that term is defined in the Tax Act, attributable to the Common Shares were transferred immediately prior to Acquisitionco the Amalgamation; and (iii) Amalco shall be removed from have, as its notice of articles and articles, the applicable registers notice of holders of Class A Shares, articles and Acquisitionco shall be recorded as the registered holder articles of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofCompany.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur in the following sequence as set out below without any further authorization, act or formality, in each case effective as at five one minute intervals starting at the Effective Time: (a) all Sulliden Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all Liens) to Rio Alto; and (i) such Dissenting Shareholders shall cease to be the holders of such Sulliden Shares and to have any rights as Sulliden Shareholders other than the right to be paid the fair value for such Sulliden Shares as set out in Article 4; (ii) the name of each Class A such Dissenting Shareholders shall be removed as a Sulliden Shareholder from the registers of Sulliden Shareholders maintained on or on behalf of Sulliden; and (iii) such Sulliden Shares so transferred to Rio shall thereupon be cancelled without payment; (b) all of the issued and outstanding Sulliden RSUs shall be deemed to have vested, and the amount necessary to satisfy the obligations of Sulliden under each of the outstanding Sulliden RSUs (being for each such Sulliden RSU an amount equal to the Market Value of one Sulliden Share outstanding at the Effective Time) shall be settled by (a) the issuance by Rio Alto of 0.525 of a fully paid and non-assessable Rio Alto Share to the holder of such RSU and (b) a cash payment to the holder of such RSU equal to the difference between the Market Value of a Sulliden Share and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, other than a Class A Share held if any, (50% of such payment to come from and be paid by Rio Alto and 50% to be deducted from the Sulliden Cash Transfer and paid by Sulliden) (i) a Dissenting Holder who has validly exercised his, her or its Dissent Rightless any applicable amounts to be withheld pursuant to the Plan of Arrangement), and (ii) if applicablethereafter the Sulliden RSU Plan will terminate and none of the former holders of Sulliden RSUs, the Purchaser, Acquisitionco Parties or any of their affiliates respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden RSU Plan; (which Class A Sharec) all of the issued and outstanding Sulliden DSUs shall be deemed to have vested, and the resignation of each holder of Sulliden DSUs of his or her position with Sulliden and the appointment of their successors shall be effective, and the amount necessary to satisfy the obligations of Sulliden under each of the outstanding Sulliden DSUs (being for each such Sulliden DSU an amount equal to the Market Value of one Sulliden Share at the Effective Time) shall be settled by (a) the issuance by Rio Alto of 0.525 of a fully paid and non-assessable Rio Alto Share to the holder of such DSU and (b) a cash payment to the holder of such DSU equal to the difference between the Market Value of a Sulliden Share and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, if any, shall not (50% of such payment to come from and be exchanged under paid by Rio Alto and 50% to be deducted from the Arrangement but shall remain outstanding as a Class A Share held Sulliden Cash Transfer and paid by Sulliden) (less any applicable amounts to be withheld pursuant to the Purchaser, Acquisitionco or such affiliatePlan of Arrangement), and thereafter the Sulliden DSU Plan will terminate and none of the former holders of Sulliden DSUs, the Parties or any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden DSU Plan; (d) the authorized share capital of Sulliden will be amended by redesignating the Sulliden Shares as the Class B Shares and the articles of Sulliden shall be deemed to be amended accordingly, and each certificate representing Sulliden Shares shall, as and from the time such redesignation is effective, represent Class B Shares; (e) the authorized share capital of Sulliden will be amended by the creation of an unlimited number of Class A Shares, and the articles of Sulliden shall be deemed to be amended accordingly; (f) the SpinCo Option Plan will come into force; (g) the transactions contemplated by the SpinCo Conveyance Agreement shall become effective and pursuant thereto, Sulliden shall assign and transfer to SpinCo and SpinCo shall accept the SpinCo Assets and SpinCo Liabilities, and as consideration for the SpinCo Assets, SpinCo shall issue to Sulliden that number of fully-paid and non-assessable SpinCo Shares such that immediately after the foregoing issuance Sulliden shall hold in aggregate (together with the SpinCo Shares held immediately prior to the foregoing issuance) that number of SpinCo Shares that is equal to 0.0147 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, all in accordance with the terms of the SpinCo Conveyance Agreement, and Sulliden shall be entered into the register of SpinCo Shares maintained by or on behalf of SpinCo; (h) Rio Alto will lend (the "Loan") to Sulliden an amount of cash equal to the Loan Amount by way of a non-interest bearing demand promissory note. If Rio Alto has so elected in accordance with Section 2.10(b) of the Arrangement Agreement, Sulliden will subscribe and pay for and Rio Alto shall issue to Sulliden that number of fully-paid and non-assessable Rio Alto Shares (the "Rio Alto Funding Shares") equal to $10,000,000 at the Rio Alto Share Price; (i) Sulliden will subscribe for and SpinCo shall issue to Sulliden that number of additional fully-paid and non-assessable SpinCo Shares that is equal to 0.0853 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, in consideration for payment from Sulliden to SpinCo (the "Sulliden Cash Transfer") of (i) cash subscription proceeds equal to $25,000,000 using funds from the Loan or (ii) $15,000,000 in cash using funds from the Loan and the transfer to SpinCo of all of the Rio Alto Funding Shares, in both instances subject to any applicable deduction to the cash amount in accordance with Section 2.3 (b) and (c); (j) Each Sulliden Option will be exchanged for a Sulliden Class A Option and one-tenth (0.1) of a SpinCo Option (and when aggregated with the other similar SpinCo Options of a holder of such options resulting in a fraction, they shall be rounded down to the nearest whole number of SpinCo Options). The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Sulliden Class A Option or a SpinCo Option, will be the same as the Sulliden Option for which it is exchanged and any document evidencing a Sulliden Option shall thereafter evidence and be deemed to evidence such Sulliden Class A Option or SpinCo Option, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Sulliden Class A Option or a SpinCo Option, as the case may be, will be increased such that the aggregate of the In-The-Money Amount of the Sulliden Class A Option and the In-The-MoneyAmount of the SpinCo Option immediately after the exchange does not exceed the In-The-Money Amount of the Sulliden Option immediately before the exchange. (k) Sulliden shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, and which reorganization shall occur in the following order: (i) each outstanding Class B Share will be exchanged with Sulliden free and clear of all Liens for one (1) Class A Share and one-tenth (0.1) of a SpinCo Share, and such Class B Share shall thereupon be cancelled, and: (A) the holders of such Class B Shares shall cease to be the holders thereof and to have any rights or privileges as holders of such Class B Shares; (B) such holders' names shall be removed from the register of the Class B Shares maintained by or on behalf of Sulliden; and (C) each Sulliden Shareholder shall be deemed to be the holder of the Class A Shares and SpinCo Shares (in each case, free and clear of any Liens) exchanged for the Class B Shares and shall be entered in the register of Sulliden or SpinCo, as the case may be, as the registered holder thereof; (ii) the stated capital of Sulliden for the outstanding Class A Shares will be an amount equal to the paid-up capital of Sulliden in respect of the Class B Shares, less the paid-up capital of Sulliden that is attributable to each Sulliden Share held by Dissenting Shareholders and described in paragraph 2.3(a) hereof, and less the fair market value of the SpinCo Shares distributed on such exchange; (l) each outstanding Class A Share (other than Class A Shares held by Rio Alto or any affiliate thereof) will, without further act or formality by or on behalf of a holder of Class A Shares, be irrevocably assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco Rio Alto (free and clear of all Liens) in accordance with Article 3; exchange for 0.525 of a Rio Alto Share for each Class A Share held, and (ci) the names holders of the Class A Shareholders whose such Class A Shares were transferred shall cease to Acquisitionco be the holders thereof and to have any rights as holders of such Class A Shares other than the right to receive 0.525 of a Rio Alto Share per Class A Share in accordance with this Plan of Arrangement; (ii) such holders' name shall be removed from the applicable registers register of holders of the Class A Shares, and Acquisitionco Shares maintained by or on behalf of Sulliden; and (iii) Rio Alto shall be recorded deemed to be the transferee and the legal and beneficial holder of such Class A Shares (free and clear of all Liens) and shall be entered as the registered holder of such Class A Shares in the register of the Class A Shares so transferred maintained by or on behalf of Sulliden. (m) each Sulliden Class A Option, shall be exchanged for a fully-vested option (each, a "Rio Alto Replacement Option") to purchase from Rio Alto 0.525 of Rio Alto Share (and when aggregated with the other similar Rio Alto Replacement Options of a holder of such options resulting in a fraction of a Rio Alto Share, they shall be rounded down to the nearest whole number of Rio Alto Shares). Such Rio Alto Replacement Option shall provide for an exercise price per Rio Alto Replacement Option (rounded up to the nearest whole cent) equal to the exercise price per Class A Share that otherwise be payable to acquire a Class A Share pursuant to the Sulliden Class A Option it replaces. All terms and conditions of a Rio Alto Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Sulliden Class A Option for which it was exchanged, and shall be governed by the terms of the Sulliden Option Plan and any document evidencing a Sulliden Class A Option shall thereafter evidence and be deemed to evidence such Rio Alto Replacement Option, except that the legal term to expiry of any Rio Alto Replacement Option shall not be affected by a holder of Rio Alto Replacement Options not becoming, or ceasing to be, an employee, consultant, officer or director of Sulliden or Rio Alto, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and beneficial owner notwithstanding the foregoing, if required, the exercise price of a Rio Alto Replacement Option will be increased such that the In-The-Money Amount of the Rio Alto Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Sulliden Class A Option immediately before the exchange; (n) each Class A Share held by Rio Alto will be transferred to Rio Alto Newco in consideration of the issue by Rio Alto Newco to Rio Alto of one common share of Rio Alto Newco for each Class A Share so transferred; (o) the stated capital in respect of the Class A Shares will be reduced to $1.00 without any repayment of capital in respect thereof; (p) Sulliden will file an election with the CRA to cease to be a public corporation for the purposes of the Tax Act; and (q) Rio Alto NewCo and Sulliden shall amalgamate to form one corporate entity ("Amalco") with the same effect as if they had amalgamated under under Section 177 of the OBCA, such that: (i) Rio Alto will receive on the amalgamation one Amalco common share in exchange for each Rio Alto Newco common share previously held, and all of the issued and outstanding Class A Shares will be cancelled without repayment of capital in respect thereof; (ii) the stated capital of the Amalco common shares will be an amount equal to the "paid-up capital", as that term is defined in the Tax Act, attributable to all of the issued and outstanding Rio Alto Newco common shares immediately prior to the Amalgamation; (iii) the name of Amalco shall be "Shahuindo Gold Limited"; (iv) the initial directors of Amalco shall be the directors of Rio Alto NewCo, being ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Canadian resident, with an address for service at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇; (v) the initial officers of Amalco shall be the officers of Rio Alto NewCo; (vi) Amalco shall have a minimum of 3 1 directors and a maximum of 11 10 directors; (vii) all of the property of each of Rio Alto NewCo and Sulliden continues to be the property of Amalco; (viii) Amalco continues to be liable for the obligations of each of Rio Alto NewCo and Sulliden (other than any obligations of Rio Alto NewCo or Sulliden to the other); (ix) any existing cause of action, claim or liability to prosecution is unaffected; (x) a civil, criminal or administrative action or proceeding pending by or against Rio Alto NewCo or Sulliden may continue to be prosecuted by or against Amalco; (xi) a conviction against, or ruling, order or judgment in favour of or against Rio Alto NewCo or Sulliden may be enforced by or against Amalco; (xii) the articles of Rio Alto NewCo immediately before the Effective Time are deemed to be the articles of incorporation of Amalco, and the Certificate of Arrangement is deemed to be the certificate of incorporation of Amalco; (xiii) the by-laws of Rio Alto NewCo immediately before the Effective Time are deemed to be the by-laws of Amalco; (xiv) Amalco shall be authorized to issue an unlimited number of common shares and an unlimited number of preferred shares with the following rights, privileges, restrictions and conditions attached thereto; (A) the holders of Amalco’s common shares shall be entitled to notice of and to one vote in respect of each such common share held at all meetings of shareholders of Amalco; (B) the holders of Amalco’s common shares shall be entitled to receive, and Amalco shall pay thereon, such non-cumulative dividends (if any) as may be declared by the board of directors of Amalco from time to time from the moneys of Amalco properly applicable to the payment of dividends. For greater certainty, the board of directors shall have the discretion to declare dividends payable on account of the common shares to the exclusion of Amalco’s preferred shares; (C) the holders of Amalco’s common shares shall be entitled to receive, in the event of the liquidation, dissolution or winding up of Amalco or other distribution of the assets of Amalco among its shareholders for the purpose of winding up its affairs, the assets and property of Amalco available for distribution; (D) the holders of Amalco’s preferred shares shall not be entitled, as such, to receive notice of or to attend at any meetings of the shareholders of Amalco or to vote at any such meeting.; (E) the term “Preferred Redemption Amount” for the preferred shares as hereinafter referred to shall mean with respect to the preferred shares, the sum of $1.00 per share;

Arrangement. (1) Prior to At the Effective Time, unless otherwise specifically provided in this Section 3.02, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested events or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following transactions shall occur and shall be deemed to occur as set out below sequentially in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) the Purchaser shall subscribe for that number of Acquireco Common Shares, at a price of $1.00 per share, equal to the quotient obtained when (A) the fair market value of the Maximum Purchaser Shares and Maximum Cash Consideration is divided by (B) $1.00, and for greater certainty for the purposes of determining variable (A) in relation to the quotient under this Section 3.02(a), the fair market value of the Maximum Purchaser Shares and the Maximum Cash Consideration will be no less than the fair market value of the Class A Shares immediately prior to the acquisition of the Class A Shares by Acquireco pursuant to Section 3.02(k), and in connection with such share subscription: (i) the Purchaser shall be deemed to have directed the Depositary to hold, and the Depositary shall hold, the cash and certificates representing the Purchaser Shares delivered by the Purchaser to the Depositary in accordance with Section 3.05(a)(i) (such cash and Purchaser Shares, collectively, the “Purchaser Consideration”) for and on behalf of Acquireco, in satisfaction of the subscription price payable by the Purchaser for such Acquireco Common Shares; and (ii) Acquireco shall be deemed to have issued such fully paid and non-assessable Acquireco Common Shares to the Purchaser, and the stated capital account maintained by Acquireco in respect of the Acquireco Common Shares shall be increased, in respect of the Acquireco Common Shares issued pursuant to this Section 3.02(a), by an amount equal to the fair market value of the Purchaser Consideration; (b) notwithstanding any vesting or exercise provisions to which a Company Option might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company 2013 Share Incentive Plan or Company 2016 Stock Option Plan, or applicable law): (i) each In-the-Money Option issued and outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any holder of such In-the-Money Option, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to the Company (free and clear of all Encumbrances) and cancelled in exchange for the Option Consideration, and the holder of such In-the-Money Option shall become the holder of the Company Shares comprising such Option Consideration and the central securities register of the Company shall be revised accordingly, but the holder of such Option Consideration shall not be entitled to receive a share certificate or other document representing the Option Consideration; (ii) each Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any holder of such Out-of-the-Money Option, be cancelled without any payment therefor; (iii) with respect to each Company Option: (A) the holder thereof shall cease to be the holder of such Company Option, and shall cease to have any rights as a holder in respect of such Company Option under the applicable Company Option Plan, (B) such holder’s name shall be removed from the register of Company Options, and (C) all option agreements, Award Agreements, grants and similar instruments relating thereto shall be cancelled; (c) notwithstanding any vesting provisions to which a Company RSU might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company 2013 Share Incentive Plan or Company 2016 Stock Option Plan, or applicable law): (i) each Company RSU issued and outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any holder of such Company RSU, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to the Company (free and clear of all Encumbrances) and cancelled in exchange for the applicable RSU Consideration, and the holder of such Company RSU shall become the holder of the Company Shares comprising such RSU Consideration and the central securities register of the Company shall be revised accordingly, but the holder of such RSU Consideration shall not be entitled to receive a share certificate or other document representing the RSU Consideration; (ii) with respect to each Company RSU: (A) the holder thereof shall cease to be the holder of such Company RSU, and shall cease to have any rights as a holder in respect of such Company RSU under the applicable Company Option Plan, (B) such holder’s name shall be removed from the register of Company RSUs, and (C) all Award Agreements, grants and similar instruments relating thereto will be cancelled; (d) the Company Option Plans shall be terminated; (e) each Company Share held by a Dissenting Shareholder shall be, and shall be deemed to be, surrendered to the Company by the holder thereof, without any further act or formality by such Dissenting Shareholder, free and clear of all Encumbrances, and each such Company Share so surrendered shall be cancelled and thereupon each Dissenting Shareholder shall cease to have any rights as a holder of such Company Shares other than a claim against the Company in an amount determined and payable in accordance with Article 4 and the name of such Dissenting Shareholder shall be removed from the securities register of holders of Company Shares; (f) concurrently with the surrender and cancellation of Company Shares held by Dissenting Shareholders pursuant to Section 3.02(e), the stated capital account maintained by the Company in respect of the Company Shares shall be reduced, in respect of the Company Shares cancelled pursuant to Section 3.02(e), by an amount equal to the product obtained when (A) the stated capital of all the issued and outstanding Company Shares immediately prior to the step in Section 3.02(e), is multiplied by (B) a fraction, the numerator of which is the number of Company Shares surrendered and cancelled pursuant to Section 3.02(e), and the denominator of which is the number of issued and outstanding Company Shares immediately prior to the step in Section 3.02(e); (g) the Company shall transfer all of its entire legal and beneficial right, title and interest in and to the Spinco Property to Spinco in consideration for the issuance by Spinco to the Company of that number of fully paid and non-assessable Spinco Shares (the “Distribution Spinco Shares”) equal to the number of Company Shares issued and outstanding immediately prior to the transfer in this Section 3.02(g) (for the avoidance of doubt, excluding any Company Shares in respect of which Dissenting Shareholders have exercised Dissent Rights), all in accordance with the terms of the Spinco Contribution Agreement; (h) in the course of a reorganization of the Company’s authorized and issued share capital: (i) the notice of articles and articles of the Company shall be amended to create a new class of shares without par value, of which an unlimited number may be issued and which shall be designated the "Class A Shares" (the “Class A Shares”), which shall have the special rights and restrictions set forth in Schedule “A” to this Plan of Arrangement; (ii) each Company Share issued and outstanding immediately before the reorganization of the Company’s share capital pursuant to this Section 3.02(h) (including, without limitation, the Company Shares issued pursuant to former holders of In-the-Money Options and Company RSUs pursuant to Section 3.02(b) and Section 3.02(c), respectively, but excluding any Company Shares surrendered and cancelled in accordance with Section 3.02(e)) shall be exchanged with the Company, free and clear of any Encumbrances, for one Class A Share and one Distribution Spinco Share, and upon such exchange: (A) each such exchanged Company Share shall be cancelled, and the holders of such exchanged Company Shares shall be removed from the Company’s register of holders of Company Shares; (B) each holder of such exchanged Company Shares shall be entered in the Company’s register of holders of Class A Shares in respect of the Class A Shares issued to such holder; (C) the Company shall be removed from the Spinco’s register of holders of Spinco Shares in respect of the Distribution Spinco Shares; and (D) each holder of such exchanged Company Shares shall be entered in Spinco’s register of holders of Spinco Shares in respect of the Distribution Spinco Shares exchanged with such holder by the Company; (iii) concurrently with the exchange in Section 3.02(h)(ii), the stated capital account in respect of the Company Shares shall be reduced by an amount equal to the stated capital of the Company Shares immediately prior to the reorganization in Section 3.02(h), and there shall be added to the stated capital account maintained by the Company in respect of the Class A Shares, in respect of the Class A Shares issued pursuant to Section 3.02(h)(ii), the amount by which (A) the amount by which the stated capital account of the Company Shares is reduced pursuant to this Section 3.02(h)(iii), exceeds (B) the fair market value of the Distribution Spinco Shares transferred to the former holders of Company Shares pursuant to Section 3.02(h)(ii); (i) the Initial Spinco Share held by the Company shall be cancelled without any repayment thereon, and the Company shall be removed from the Spinco register of holders of Spinco Shares; (j) all of the issued and outstanding at Spinco Shares shall be consolidated (the Effective Time“Spinco Share Consolidation”) on the basis of one post-consolidation Spinco Share for each eight (8) pre-consolidation Spinco Shares held by a holder of Spinco Shares, other than and any fractional Spinco Shares resulting from such Spinco Share Consolidation shall be cancelled without payment or compensation therefor, and upon such Spinco Share Consolidation the register of holders of Spinco Shares shall be amended to reflect the Spinco Share Consolidation; (k) each Participating Former Securityholder receiving Class A Shares pursuant to Section 3.02(h)(ii) who: (i) duly and validly completes and delivers a Letter of Transmittal in accordance with Section 3.03 and Section 3.04 electing to receive the Combination Consideration in respect of all of such Participating Former Securityholder’s Company Shares; (ii) has not completed and delivered a Letter of Transmittal by the Election Deadline or who has otherwise failed to make a valid election to receive the Cash Consideration or the Purchaser Share Consideration is respect of all of such Participating Former Securityholder’s Company Shares; or (iii) exercises Dissent Rights and is ultimately not entitled, for any reason, to be paid fair value for its Company Shares, shall transfer, and shall be deemed to have transferred, to Acquireco, without any further act or formality by such Participating Former Securityholder, free and clear of all Encumbrances, each Class A Share held by (isuch Participating Former Securityholder immediately prior to the exchange in this Section 3.02(k) a Dissenting Holder who has validly exercised his, her or its Dissent Rightin exchange for the Combination Consideration Cash and the Combination Consideration Purchaser Shares, and upon such exchange: (iiiv) if applicableeach such Participating Former Securityholder shall be removed from the Company’s securities register of holders of Class A Shares, (v) Acquireco shall be entered in the Company’s securities register of holders of Class A Shares as the legal and beneficial owner of such Class A Shares, free of all Encumbrances; and (vi) each such Participating Former Securityholder shall, subject to the provisions of Section 3.06, be entered in the Purchaser, Acquisitionco or any ’s securities register of their affiliates holders of Purchaser Shares in respect of the Purchaser Shares payable to such Participating Former Securityholder pursuant to this Section 3.02(k); (which l) each Participating Former Securityholder receiving Class A ShareShares pursuant to Section 3.02(h)(ii) who duly and validly completes and delivers a Letter of Transmittal in accordance with Section 3.03 and Section 3.04 electing to receive either the Cash Consideration or the Purchaser Share Consideration in respect of all of such Participating Former Securityholder’s Company Shares shall transfer, if anyand shall be deemed to have transferred, shall not be exchanged under the Arrangement but shall remain outstanding as a to Acquireco, without any further act or formality by such Participating Former Securityholder, free and clear of all Encumbrances, each Class A Share held by such Participating Former Securityholder immediately prior to the exchange in this Section 3.02(l) in exchange for: (i) in the case of a Participating Former Securityholder validly electing to receive the Cash Consideration, the Cash Consideration, subject to the provisions of Section 3.02(m); and (ii) in the case of a Participating Former Securityholder validly electing to receive the Purchaser Share Consideration, the Purchaser Share Consideration, subject to the provisions of Section 3.02(n), and upon such exchange: (iii) each such Participating Former Securityholder shall be removed from the Company’s securities register of holders of Class A Shares, (iv) Acquireco shall be entered in the Company’s securities register of holders of Class A Shares as the sole legal and beneficial owner of such Class A Shares, free of all Encumbrances; and (v) each such Participating Former Securityholder shall, subject to the provisions of Section 3.02(m) or Section 3.02(n), as applicable, and Section 3.06, be entered in the Purchaser’s securities register of holders of Purchaser Shares in respect of the Purchaser Shares, Acquisitionco or if any, payable to such affiliateParticipating Former Securityholder; (m) in the event that (A) the sum of (I) the aggregate Combination Consideration Cash payable pursuant to Section 3.02(k) and (II) the Aggregate Elected Cash, exceeds (B) the Maximum Cash Consideration, each Participating Former Securityholder who validly elects to receive the Cash Consideration in respect of all of such Participating Former Securityholder’s Company Shares shall, notwithstanding Section 3.02(l)(i): (i) only be entitled to receive the Cash Consideration for that portion of their Class A Shares equal to a fraction, rounded to six decimal places, the numerator of which is the Maximum Cash Consideration minus the aggregate Combination Consideration Cash payable pursuant to Section 3.02(k), and the denominator of which is the Aggregate Elected Cash; and (ii) be entitled to receive the Purchaser Share Consideration for the remaining portion of their Class A Shares (including, for the avoidance of doubt, a corresponding portion of the Purchaser Share Consideration for any fractional Class A Share included in such remaining portion); (n) in the event that (A) the sum of (I) the aggregate Combination Consideration Purchaser Shares payable pursuant to Section 3.02(k) and (II) the Aggregate Elected Purchaser Shares, exceeds (B) the Maximum Purchaser Share Consideration, each Participating Former Securityholder who validly elects to receive the Purchaser Share Consideration shall, notwithstanding Section 3.02(l)(ii): (i) only be entitled to receive the Purchaser Share Consideration for that portion of their Class A Shares equal to a fraction, rounded to six decimal places, the numerator of which is the Maximum Purchaser Share Consideration minus the aggregate Combination Consideration Purchaser Shares payable pursuant to Section 3.02(k), and the denominator of which is the Aggregate Elected Purchaser Shares; and (ii) be entitled to receive the Cash Consideration for the remaining portion of their Class A Shares (including, for the avoidance of doubt, any fractional Class A Share included in such remaining portion); (o) the resignations of the Existing Company Directors, and the appointment of the New Company Directors, shall be deemed to be assigned and transferred by effective immediately following the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder transfers of the Class A Shares so transferred to Acquireco pursuant to Section 3.02(k) and Section 3.02(l); (p) upon the resignation of the Existing Company Directors becoming effective, each Company DSU outstanding immediately prior to the Effective Time shall be deemed cancelled in exchange for a cash payment by the legal and beneficial owner thereof.Company to the holder of such Company DSU equal to the C

Arrangement. (1) Prior Pursuant to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective TimeArrangement, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a1) each Class A Share outstanding at Vested Performance Option shall, without any further action by or on behalf of the Effective Timeholder thereof, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and surrendered by such holder to the Corporation in exchange for, in respect of each Vested Performance Option for which the Consideration exceeds the exercise price, an amount in cash from the Corporation equal to the Consideration less the applicable exercise price (or, in respect of a Vested Performance Option that has an exercise price denominated in Canadian dollars, the US Equivalent thereof) in respect of such Vested Performance Option, less any applicable withholdings pursuant to Section 4.3, and such Vested Performance Option shall immediately be cancelled. For greater certainty, where the exercise price (or, in respect of a Vested Performance Option that has an exercise price denominated in Canadian dollars, the US Equivalent thereof) of any Vested Performance Option is greater than or equal to the Consideration, neither the Corporation nor the Purchaser shall be obligated to pay the holder of such Vested Performance Option the Consideration or any other amount in respect of such Vested Performance Option, and the Vested Performance Option shall be immediately cancelled; (2) each Unvested Performance Option shall, without any further action by or on behalf of the holder thereof, immediately be cancelled; (3) each unvested RSU and PSU shall, notwithstanding the terms of any Incentive Plan or any award or similar agreement pursuant to which any Incentive Securities were granted or awarded, as applicable, be deemed to have been vested; (4) an aggregate number of RSUs and PSUs equal to the number of Shares held in the Share Purchase Trust (the "Settled Share Units"), if any, shall be settled in exchange for one Share (all such Shares delivered in settlement, the "Trust Shares") for each such Settled Share Unit and, without any further action by or on behalf of the holders of each such Settled Share Unit, the Corporation, the trustee under the Share Purchase Trust or the Share Purchase Trust, each such Trust Share shall thereupon be held by the Share Purchase Trust for and on behalf of the holders of each such Settled Share Unit (subject to any withholding in accordance with Section 4.3) and each such Settled Share Unit shall be immediately cancelled; provided that the aggregate number of RSUs and PSUs to be so settled shall be allocated between RSUs and PSUs, and among holders, pro rata based on the number of RSUs and/or PSUs held by each holder relative to the aggregate number of RSUs and PSUs outstanding immediately prior to such settlement; (5) each Trust Share shall be transferred without any further action by or on behalf of the trustee under the Share Purchase Trust, the Share Purchase Trust or any holder of Settled Share Units, to the Purchaser in exchange for the Consideration, and in connection therewith: (A) a portion of the amount held by the Depositary as agent for and on behalf of the Purchaser, equal to the aggregate Consideration payable in respect of Trust Shares, shall thereupon be held by the Depositary as agent for and on behalf of holders of Settled Share Units (which amount, following the completion of the Plan of Arrangement, shall be transferred to the Corporation to be held on behalf of the applicable holders and paid to such holders in accordance with Section 4.1(3) (subject to any withholding in accordance with Section 4.3)), (B) the holder of each such Trust Share shall cease to be the holder thereof and to have any rights as a Shareholder other than the right to be paid the amount determined in accordance with this Section 2.3(5), and (C) the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Trust Shares so transferred and shall be deemed to be the legal and beneficial owner thereof; (6) each RSU and PSU that remains outstanding (for greater certainty, not including the Settled Share Units settled in accordance with Section 2.3(4)) shall, without any further action by or on behalf of the holder thereof, be deemed to be transferred by such holder to the Corporation in exchange for an amount in cash from the Corporation equal to the Consideration, in each case, with such amounts to be paid to the applicable holders in accordance with Section 4.1(3) less any applicable withholdings pursuant to Section 4.3, and each such RSU and PSU shall immediately be cancelled; for greater certainty following this step: (i) each former holder of Incentive Securities shall have ceased to be a holder of such Incentive Securities, (ii) the Incentive Plans and any and all option, award or similar agreements relating to the Incentive Securities shall be terminated and shall be of no further force and effect, and (iii) each such holder shall cease to have any rights as a holder in respect of such Incentive Securities or under the Incentive Plans and have only the right to receive the consideration, if any, to which it is entitled pursuant to this Section 2.3, at the time and in the manner specified in this Plan; (7) each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further action by or on behalf of the holder thereof to Acquisitionco the Purchaser, and: (a) such Dissenting Holder shall cease to be the holder of such Share and to have any rights as a Shareholder, other than the right to be paid the fair value of its Shares by the Purchaser in exchange for the Consideration for each Class A Share heldaccordance with Section 3.1; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right such Dissenting Holder's name shall be directly assigned and transferred removed from the register of holders of Shares maintained by such Dissenting Holder to Acquisitionco (free and clear or on behalf of all Liens) in accordance with Article 3the Corporation; and (c) the names Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Class A Shareholders whose Class A Corporation as the holder of the Shares were so transferred, and shall be deemed to be the legal and beneficial owner thereof; (8) concurrently with step (7) above, each outstanding Share (for greater certainty, other than the Trust Shares or Shares held by Dissenting Holders who have validly exercised their respective Dissent Rights) shall be transferred without any further action by or on behalf of the holder thereof, to Acquisitionco the Purchaser in exchange for the Consideration, less any applicable withholdings pursuant to Section 4.3, and: (a) the holder of each such Share shall cease to be the holder thereof and to have any rights as a Shareholder other than the right to be paid the Consideration in accordance with this Plan of Arrangement; (b) a portion of the amount held by the Depositary as agent for and on behalf of the Purchaser, equal to the aggregate Consideration payable in respect of such outstanding Shares, shall thereupon be held by the Depositary as agent for and on behalf of the former holders of such Shares, to be paid to such holders following the completion of the Plan of Arrangement in accordance with Section 4.1; (c) such holder's name shall be removed from the applicable registers register of holders of Class A Shares, and Acquisitionco Shares maintained by or on behalf of the Corporation; and (d) the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Corporation as the registered holder of the Class A Shares so transferred transferred, and shall be deemed to be the legal and beneficial owner thereof.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out belowand will be deemed to occur in the following order without any further act or formality: (a) Effective at 11:00 p.m. each Exchangeable Elected Share will be transferred by the holder thereof, without any act or formality on the day prior part of such holder, to ExchangeCo in exchange for (i) that number or fraction of a fully paid and non-assessable Exchangeable Share equal to the Effective Date, Exchange Ratio together with (ii) the sale rights and benefits to which such holder will be entitled pursuant to or as a result of the shares Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement, and the name of ▇▇▇▇▇▇ Industries Inc. each such holder will be removed from the register of holders of Common Shares and added to The ▇▇▇▇▇▇▇ Groupthe register of holders of Exchangeable Shares and ExchangeCo will be recorded as the registered holder of such Common Share so exchanged and will be deemed to be the legal and beneficial owner thereof; provided that, Inc. shall occur in accordance with notwithstanding the foregoing, each holder of Common Shares who is not a Canadian Resident will not be entitled to elect to receive Exchangeable Shares, and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. any such election made by any such holder will be deemed to be an election to receive Parent Common Stock and The ▇▇▇▇▇▇▇ Group, Inc.each Common Share held by such holder will be deemed to be a Parent Elected Share; (b) Immediately prior each Common Share in respect of which an election has not been made by the holder thereof, or in respect of which an effective election has not been made, (other than (i) Common Shares held by Dissenting Shareholders who are ultimately entitled to be paid the fair value of the Common Shares held by them and (ii) Common Shares that are held by Parent or any of its Affiliates, which shall not be exchanged under this Arrangement and shall remain outstanding as Common Shares) will be deemed to be a Parent Elected Share and will be transferred by the holder thereof in accordance with Section 2.2(c); (c) each Parent Elected Share, (other than (i) Common Shares held by Dissenting Shareholders who are ultimately entitled to be paid the fair value of the Common Shares held by them, and (ii) Common Shares that are held by Parent or any of its Affiliates, which shall not be exchanged under this Arrangement and shall remain outstanding as Common Shares) will be transferred by the holder thereof to the Effective TimeParent in exchange for that number or fraction of a fully paid and non-accessible Parent Common Stock equal to the Exchange Ratio, and the Company shall cancel name of each such holder will be removed from the register of holders of Common Shares and added to the register of holders of Parent Common Stock; and (d) each Company Option, DSU and RSU that Option which is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvestednot vested, and in exchange will be exchanged for such cancellation will pay an option (a “Replacement Option”) to purchase a number of Parent Common Stock equal to the holders thereof product of the amounts set forth in Exchange Ratio multiplied by the acknowledgments and releases executed by number of Common Shares subject to such holders; and (c) Immediately Company Option immediately prior to the Effective Time, each rounding down to the nearest whole share, and such Replacement Option will provide for an exercise price per Parent Common Stock equal to U.S. $0.40 (regardless of the Denco Trust exercise price previously applicable to that Company Option). The term to expiry, conditions to, restrictions on and the Automotive & General Trusts will be dissolved manner of exercising, exercisability, vesting schedule, and all other provisions of their property such Replacement Option will otherwise be distributed on dissolution unchanged from those of the Company Option as if any reference to the Company; (2) At Company therein were a reference to the Effective Time the following shall occur and Parent. Parent shall be deemed to occur as set out below without have assumed and adopted the Company’s obligations under each such Company Option and any further authorizationdocument or agreement previously evidencing a Company Option will thereafter evidence and be deemed to evidence such Replacement Option; provided, act or formalityhowever, that each Replacement Option issued in accordance with this Section 2.2(d) shall, in each case effective accordance with its terms, be subject to further adjustment as at five minute intervals starting at appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time:; and (ae) each Class A Share outstanding at coincident with the Effective Timetransactions set out above in this Section 2.2, other than a Class A Share Parent, ExchangeCo and the Trustee will execute the Voting and Exchange Trust Agreement and Parent will issue to and deposit with the Trustee the Special Voting Share, in consideration of the payment to Parent of US$1.00, to be thereafter held of record by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Rightthe Trustee as trustee for and on behalf of, and (ii) if applicablefor the use and benefit of, the Purchaser, Acquisitionco or any holders of their affiliates (which Class A Share, if any, shall not be exchanged the Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement. All rights of holders of Exchangeable Shares under the Arrangement but shall remain outstanding Voting and Exchange Trust Agreement will be received by them as a Class A Share held by part of the Purchaser, Acquisitionco property receivable under Section 2.2(a) or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco Section 2.2(b) in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Common Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five two minute intervals starting at the Effective Time: (a) each Class A Share outstanding the Company shall lend an amount equal to the Loan Amount to the Purchaser, and the Purchaser shall deliver to the Company a duly issued and executed demand promissory note to evidence such loan and the full amount of such loan shall be immediately deposited by the Company at the Effective Time, other than direction of the Purchaser with the Depositary to be held in a Class A Share segregated trust account by the Depositary for the purpose of paying the Cash Consideration for the Common Shares; (b) each of the Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3, and: (i) such Dissenting Holder shall cease to be the holder of such Common Shares and to have any rights as a Company Common Shareholder other than the right to be paid fair value for such Common Shares as set out in Section 3.1; (ii) such Dissenting Holder’s name shall be removed as the holder of such Common Shares from the register of Common Shares maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Common Shares free and clear of all Liens (other than the right to be paid fair value for such Common Shares as set out in Section 3.1), and shall be entered in the register of Common Shares maintained by or on behalf of the Company; and (c) each Common Share outstanding immediately prior to the Effective Time (other than Common Shares held by a Dissenting Holder who has in respect of which Dissent Rights have been validly exercised his, her or its Dissent Right, under Section 2.3(b) and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share Common Shares held by the PurchaserPurchaser or any affiliates thereof) shall, Acquisitionco without any further action by or such affiliate)on behalf of any Company Common Shareholder, shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco the Purchaser in exchange for the Consideration, and (i) each holder of such Common Shares shall cease to be the holder thereof and to have any rights as a Company Common Shareholder other than the right to be paid the Consideration for each Class A per Common Share heldin accordance with this Plan of Arrangement; (bii) the name of each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right such holder shall be directly assigned and transferred removed from the register of the Common Shares maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Dissenting Holder to Acquisitionco (Common Shares free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred Liens and shall be entered in the register of the Common Shares maintained by or on behalf of the Company. (d) each Company Option outstanding at the Effective Time (whether vested or unvested) will be exchanged for a Replacement Option to acquire such number of Purchaser Shares as is equal to: (A) that number of Common Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Purchaser Shares, at an exercise price per Purchaser Share equal to the greater of (i) the quotient determined by dividing: (X) the exercise price per Common Share at which such Company Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent, and (ii) such minimum amount that meets the requirements of paragraph 7(1.4)(c) of the Tax Act. All terms and conditions of a Replacement Option, including the term to expiry, vesting, conditions to and manner of exercising, shall be the same as the Company Option for which it was exchanged, and any certificate or option agreement previously evidencing the Company Option shall thereafter evidence and be deemed the legal and beneficial owner thereof.to evidence such Replacement Option;

Arrangement. (1) Prior Pursuant to the terms and conditions of this Plan of Arrangement, commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A outstanding OnePak Global Common Share outstanding at the Effective Time, other than a Class A Share held by will be (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof Citrine, without any act or formality on its part, to Acquisitionco OnePak Global for cancellation in exchange for the Consideration for each Class A Share held; number OnePak Global Reorg Shares produced by applying the Citrine Distribution Ratio to the number of OnePak Global Common Shares held by Citrine, (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (cii) the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall Citrine will be removed from the applicable registers OnePak Global’s register of holders of Class A Shares, OnePak Global Common Shares and Acquisitionco shall added to OnePak Global’s register of holders of OnePak Global Reorg Shares and (iii) Citrine will be recorded as the registered holder of the Class A OnePak Global Reorg Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; (b) each OnePak Share will be (i) transferred by the holder thereof, without any act or formality on his, her or its part, to OnePak Global in exchange for OnePak Global Reorg Shares at the OnePak Exchange Ratio, (ii) the name of each such holder will be removed from OnePak’s register of holders of OnePak Shares and added to OnePak Global’s register of holders of OnePak Global Reorg Shares and (iii) OnePak Global will be recorded as the registered holder of the OnePak Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (c) without any act or formality on the part of OnePak Global, OnePak or each holder of a OnePak Option, each OnePak Option shall be exchanged for a an option (a “Replacement Option”) to purchase the same number of OnePak Global Reorg Shares, at the same exercise price as applicable to the OnePak Option so exchanged. The term of expiry, conditions to and manner of exercising, vesting schedule, and all other terms and conditions of each Replacement Option will otherwise be unchanged, and any document or agreement previously evidencing a OnePak Option shall thereafter evidence and be deemed to evidence such Replacement Option; and (d) further to the Citrine Arrangement Resolution and without any act or formality on the part of either Citrine or any holder of Citrine Common Shares, the Distribution shall be deemed to be completed such that (i) the OnePak Global Reorg Shares received by Citrine under Section 2.2(b) shall be distributed to the holders of Citrine Common Shares on a pro rata basis in accordance with their respective holdings of Citrine Common Shares and (ii) each such Person who was, immediately prior to the Effective Time, a holder of Citrine Shares shall also be recorded as the registered holder of such number of OnePak Global Reorg Shares as were distributed to such Person pursuant to the Distribution.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share the Shareholder Rights Plan shall terminate and cease to have any further force or effect and all rights issued and outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her thereunder shall immediately be cancelled without need for any further act or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldformality; (b) each Class A Share Normabec shall, and shall be deemed to, transfer all of the Transferred Assets to Newco in respect consideration for the issuance by Newco to Normabec of which such number of Newco Shares as is equal to the total number of Normabec Shares issued and outstanding at the Effective Time (other than Normabec Shares held by a Class A Shareholder holder who has validly exercised his, her or its Dissent Right shall Rights) multiplied by the Newco Exchange Ratio; (c) Normabec’s share capital and its Articles will be directly assigned altered by: (i) creating an unlimited number of Class A common shares (the “Normabec Class A Common Shares”) with the rights, privileges and transferred restrictions as set forth in Schedule I hereto; and; (ii) amending the rights, privileges and restrictions attaching to the Normabec Shares so as to match those set forth in Schedule II hereto; (d) each of the issued Normabec Shares (except Normabec Shares held by a holder who has validly exercised its Dissent Rights) will be deemed to be exchanged with Normabec for one Normabec Class A Common Share and such Dissenting Holder number of Newco Shares received by Normabec in accordance with paragraph (b), above, as is equal to Acquisitionco the Newco Exchange Ratio and the Normabec Shares will be cancelled and will form part of the authorized but unissued share capital of Normabec and no Normabec Shares will remain outstanding; (e) Normabec’s share capital and its Articles will be altered by: (i) reducing the authorized capital by eliminating the authorized and unissued Normabec Shares; and (ii) altering the indentifying name of all of the Normabec Class A Common Shares to be Common Shares. (f) each outstanding Normabec Class A Common Share will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liensliens, claims and encumbrances, for that number of fully paid and non-assessable First Majestic Shares equal to the First Majestic Exchange Ratio, and the name of each such holder of Normabec Class A Common Shares will be removed from the register of holders of Normabec Class A Common Shares and added to the register of holders of First Majestic Shares; (g) each Normabec Warrant, to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all liens, claims and encumbrances, for (i) a warrant (a “Replacement Warrant”) to purchase a number of First Majestic Shares equal to the product of the First Majestic Exchange Ratio multiplied by the number of Normabec Shares issuable on exercise of such Normabec Warrant for an exercise price per First Majestic Share equal to the exercise price per share of such Normabec Warrant immediately prior to the Effective Time divided by the First Majestic Exchange Ratio and rounded up to the nearest whole cent (provided that, if the foregoing calculation results in accordance with Article 3a Replacement Warrant being exercisable for a fraction of an First Majestic Share, then the number of First Majestic Shares subject to such Replacement Warrant shall be rounded down to the next whole number of First Majestic Shares); and (ii) a warrant (a “Newco Warrant”) to purchase a number of Newco Shares equal to the Newco Exchange Ratio multiplied by the number of Normabec Shares issuable on exercise of such Normabec Warrant for an exercise price per Newco Share equal to the exercise price per share of such Normabec Warrant immediately prior to the Effective Time divided by the Newco Exchange Ratio and rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a Newco Warrant being exercisable for a fraction of a Newco Share, then the number of Newco Shares subject to such Newco Warrant shall be rounded down to the next whole number of Newco Shares); and the Normabec Warrants shall thereupon be cancelled. The term to expiry, conditions to and manner of exercise and other terms and conditions of each of the Replacement Warrants and Newco Warrants shall be the same as the terms and conditions of the Normabec Warrant for which it is exchanged and First Majestic and Newco shall, as soon as practicable following the Effective Date, issue to such holder certificates representing such Replacement Warrants or Newco Warrants, as the case may be, and the original certificates representing such Normabec Warrants shall thereupon be void; and (ch) each Normabec Option that has not been duly exercised prior to the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco Effective Time shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofterminated without any further act or formality.

Arrangement. (1) Prior Pursuant to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective TimeArrangement, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case effective as at five minute intervals case, unless stated otherwise, starting at the Effective Time:Time and effective as at two (2) minutes intervals (in each case, unless otherwise specified): (a1) notwithstanding the terms of the Shareholder Rights Plan, the Shareholder Rights Plan shall be terminated, and all rights issued pursuant to the Shareholder Rights Plan shall be cancelled without any payment in respect thereof; (2) notwithstanding the terms of the Investor Rights Agreement, the Investor Rights Agreement shall be terminated; (3) each Class A Share Option outstanding at immediately prior to the Effective TimeTime with an Exercise Price per Share that is less than the Cash Consideration that has not yet vested in accordance with its terms shall be accelerated so that such Option becomes exercisable, other than a Class A notwithstanding the terms of the Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco Option Plan or any award or similar agreement pursuant to which such Option was granted or awarded, immediately following which each such Option that is outstanding and has not been duly exercised, without any further action by or on behalf of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate)holder thereof, shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred surrendered by such Dissenting Holder holder to Acquisitionco (the Company, free and clear of all Liens, in exchange for an amount in cash from the Company equal to the Cash Consideration less the applicable Exercise Price in respect of such Option, less any applicable withholdings pursuant to Section 4.3, and one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and such Option shall immediately be cancelled and all of the Company’s obligations with respect to such Option shall be deemed to be fully satisfied; (4) each Option outstanding immediately prior to the Effective Time with an Exercise Price per Share that is greater than or equal to the Cash Consideration and less than the Cash Consideration plus the Maximum Milestone Payments Amount (an “Underwater Option”) that has not yet vested in accordance with Article 3its terms shall be accelerated so that such Option becomes exercisable, notwithstanding the terms of the Share Option Plan or any award or similar agreement pursuant to which such Option was granted or awarded, immediately following which each such Option that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and such Option shall immediately be cancelled and all of the Company’s obligations with respect to such Option shall be deemed to be fully satisfied; provided that each CVR issued to a holder in respect of an Underwater Option shall only entitle such holder to a maximum amount in cash equal to the amount by which the Cash Consideration plus the Maximum Milestone Payments Amount exceeds the Exercise Price per Share of such Underwater Option, if payable and as otherwise determined in accordance with the Contingent Value Rights Agreement. For greater certainty, where the Exercise Price of any Option is greater than or equal to the Cash Consideration plus the Maximum Milestone Payments Amount, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option the Consideration or any other amount in respect of such Option, and the Option shall be immediately cancelled; (5) each SAR outstanding immediately prior to the Effective Time with an Exercise Price per Share that is less than the Cash Consideration that has not yet vested in accordance with its terms shall be accelerated so that such SAR becomes exercisable, notwithstanding the terms of the SAR Plan or any award or similar agreement pursuant to which any SARs were granted or awarded, immediately following which each such SAR that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for an amount in cash from the Company equal to the Cash Consideration less the applicable Exercise Price in respect of such SAR, less any applicable withholdings pursuant to Section 4.3, and one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and such SAR shall immediately be cancelled and all of the Company’s obligations with respect to such SAR shall be deemed to be fully satisfied; (6) each SAR outstanding immediately prior to the Effective Time with an Exercise Price per Share that is greater than or equal to the Cash Consideration and less than the Cash Consideration plus the Maximum Milestone Payments Amount (an “Underwater SAR”) that has not yet vested in accordance with its terms shall be accelerated so that such SAR becomes exercisable, notwithstanding the terms of the SAR Plan or any award or similar agreement pursuant to which such SAR was granted or awarded, immediately following which each such SAR that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and such SAR shall immediately be cancelled and all of the Company’s obligations with respect to such SAR shall be deemed to be fully satisfied; provided that each CVR issued to a holder in respect of an Underwater SAR shall only entitle such holder to a maximum amount in cash equal to the amount by which the Cash Consideration plus the Maximum Milestone Payments Amount per CVR exceeds the Exercise Price per Share of such Underwater SAR, if payable and as otherwise determined in accordance with the Contingent Value Rights Agreement. For greater certainty, where the Exercise Price of any SAR is greater than or equal to the Cash Consideration plus the Maximum Milestone Payments Amount, neither the Company nor the Purchaser shall be obligated to pay the holder of such SAR the Consideration or any other amount in respect of such SAR, and the SAR shall be immediately cancelled; (7) each Warrant outstanding immediately prior to the moment that is immediately prior to the Effective Time that has not yet vested in accordance with its terms shall be accelerated so that such Warrant becomes exercisable, notwithstanding the terms of the Warrants or any award or similar agreement pursuant to which any Warrants were granted or awarded, immediately following which each Warrant that is outstanding and has not been duly exercised, without any further action by or on behalf of the holder thereof, shall be deemed to be assigned and surrendered by such holder to the Company, free and clear of all Liens, in exchange for an amount in cash from the Company equal to the amount (if any) by which the Cash Consideration exceeds the Exercise Price of such Warrant, multiplied by the fraction of Share that such Warrant entitles the holder to purchase, being one fourth (1/4) of a Share, less any applicable withholdings pursuant to Section 4.3, and one (1) CVR, issued by the Purchaser on behalf of the Company, for every four (4) Warrants, with any fractions rounded down to the nearest whole with no further compensation for any loss of such fractional part of a CVR, less any applicable withholdings pursuant to Section 4.3, and each such Warrant shall immediately be cancelled and all of the Company’s obligations with respect to each such Warrant shall be deemed to be fully satisfied. For greater certainty, where the foregoing amount is equal to zero or negative for any such Warrant, neither the Company nor the Purchaser shall be obligated to pay the holder of such Warrant the Cash Consideration or any other amount in respect of such Warrant, and the Warrant shall be immediately cancelled; (8) each director of the Company shall resign from, and shall be deemed to have immediately resigned from, the Board and the board of directors of any Subsidiary; (9) each DSU outstanding immediately prior to the Effective Time (whether vested or unvested) shall, notwithstanding the terms of the DSU Plan or any award or similar agreement pursuant to which any DSUs were granted or awarded, as applicable, be deemed to have vested; (10) each whole DSU that remains outstanding shall, without any further action by or on behalf of the holder thereof, be deemed to be transferred by such holder to the Company, free and clear of all Liens, in exchange for an amount in cash from the Company equal to (i) the Cash Consideration, in each case, with such amounts to be paid to the applicable holders in accordance with Section 4.1(3) less any applicable withholdings pursuant to Section 4.3 and (ii) one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and each such DSU shall immediately be cancelled and all of the Company’s obligations with respect to each such DSU shall be deemed to be fully satisfied; (11) each fractional DSU that remains outstanding (if any) shall, without any further action by or on behalf of the holder thereof, be deemed to be transferred by such holder to the Company in exchange for an amount in cash from the Company equal to the Cash Consideration multiplied by the applicable fraction of a DSU held by the applicable holder, in each case, with such amounts to be paid to the applicable holders in accordance with Section 4.1(3) less any applicable withholdings pursuant to Section 4.3 and each such fractional DSU shall immediately be cancelled and all of the Company’s obligations with respect to each such fractional DSU shall be deemed to be fully satisfied; (i) each former holder of Incentive Securities shall cease to be a holder of such Incentive Securities, (ii) such holder’s name shall be removed from each applicable register, (iii) the Incentive Plans and any and all option, award or similar agreements relating to the Incentive Securities shall be terminated and shall be of no further force and effect, and (iv) each such holder shall cease to have any rights as a holder in respect of such Incentive Securities or under the Incentive Plans and have only the right to receive the consideration, if any, to which it is entitled pursuant to this Section 2.3, at the time and in the manner specified in this Plan of Arrangement; (13) each Exchangeable Subscription Receipt that is not exchanged into Shares immediately prior to the Effective Time and that remains outstanding shall, without any further action by or on behalf of the holder thereof, be deemed to be transferred by such holder to the Company, free and clear of all Liens, in exchange for (i) the Exchangeable Receipt Cash Consideration with such amount to be paid to the holder in accordance with Section 4.1(2) less any applicable withholdings pursuant to Section 4.3 and (ii) one (1) CVR issued by the Purchaser on behalf of the Company, less any applicable withholdings pursuant to Section 4.3, and each such Exchangeable Subscription Receipt shall immediately be cancelled and all of the Company’s obligations with respect to each such Exchangeable Subscription Receipt shall be deemed to be fully satisfied; (14) each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to be transferred without any further action by or on behalf of the holder thereof to the Purchaser, free and clear of all Liens, and: (a) such Dissenting Holder shall cease to be the holder of such Share and to have any rights as a Shareholder, other than the right to be paid the fair value of such Share by the Purchaser in accordance with Section 3.1; (b) such Dissenting Holder’s name shall be removed from the register of holders of Shares maintained by or on behalf of the Company; and (c) the names Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Class A Shareholders whose Class A Company as the holder of the Shares were so transferred, and shall be deemed to be the legal and beneficial owner thereof; (15) concurrently with the step set forth in Section 2.3(14), each outstanding Share (for greater certainty, other than the Shares held by Dissenting Holders who have validly exercised their respective Dissent Rights) shall be transferred without any further action by or on behalf of the holder thereof, to Acquisitionco the Purchaser, free and clear of all Liens, in exchange for the Cash Consideration, less any applicable withholdings pursuant to Section 4.3, and one (1) CVR, less any applicable withholdings pursuant to Section 4.3, and: (a) the holder of such Share shall cease to be the holder thereof and to have any rights as a Shareholder other than the right to be receive the Consideration in accordance with this Plan of Arrangement; (b) such holder’s name shall be removed from the applicable registers register of holders of Class A Shares, and Acquisitionco Shares maintained by or on behalf of the Company; and (c) the Purchaser shall be recorded in the register of holders of Shares maintained by or on behalf of the Company as the registered holder of the Class A Shares so transferred transferred, and shall be deemed to be the legal and beneficial owner thereof.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case case, unless stated otherwise, effective as at five one minute intervals starting at the Effective Time: (a) each Class A Phivida Share outstanding at immediately prior to the Effective TimeTime held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality to Phivida for cancellation, free and clear of any Liens, and such Phivida Shareholder will cease to be the registered holder of such Dissenting Shares and will cease to have any rights as registered holders of such Phivida Shares other than the right to be paid by ▇▇▇▇▇▇▇, out of its separate assets, fair value for such Dissenting Shares as set out in Section 4.1(2), and such Phivida Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the central securities register of holders of Phivida Shares maintained by or on behalf of Phivida, and Phivida will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting Shares will be cancelled and returned to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Class A Share held by (i) a Dissenting Holder who Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and (ii) if applicableacquired by Choom, without any act or formality on the Purchaser, Acquisitionco or any part of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A of such Phivida Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised hisor Choom, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) , in accordance exchange for the applicable Consideration, provided that the aggregate number of Choom Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down to the nearest whole Choom Share, with Article 3; and (c) no consideration being paid for the names fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall name of each such Phivida Shareholder will be removed from the applicable registers central securities register of holders of Class A Phivida Shares and added to the register of holders of Choom Shares, and Acquisitionco shall Choom will be recorded as the registered holder of the Class A such Phivida Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof.; and (c) each Phivida Option which is outstanding and has not been duly exercised prior to the Effective Time (whether or unvested) notwithstanding the terms of the Phivida Option Plan, will be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, the number of Choom Shares equal to the product obtained when (A) the number of Phivida Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Choom Share on any particular exercise of Replacement Options, then the number of Choom Shares otherwise issuable shall be rounded down to the nearest whole number of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall be an amount equal to the quotient obtained when

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will events or transactions shall occur as set out belowand shall be deemed to occur in the following sequence without any further act or formality: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.;simultaneously: (bi) Immediately prior to the Effective Time, the Company shall cancel each Company BPY Option, DSU and RSU whether vested or unvested, that is outstanding immediately prior to the Effective TimeTime shall, notwithstanding the terms of the BPY Stock Option Plans or any applicable grant agreement in relation thereto, be surrendered by the holder thereof to BPY in exchange for, subject to Section 5.4, a cash payment from BPY equal to the amount (if any) by which the Cash Consideration exceeds the exercise price of such BPY Option, multiplied by the number of BPY Units subject to such BPY Option, and each such BPY Option shall immediately be cancelled and terminated and, for greater certainty, where such amount is zero or negative, such BPY Option shall be cancelled without any consideration, and none of BPY, BAM or Purchaser Sub shall be obligated to pay the holder of such BPY Option any amount in respect of such BPY Option; and (ii) each Tracking Share Option, whether vested or unvested, and that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Tracking Share Option Plan or any applicable grant agreement in relation thereto, be surrendered by the holder thereof to BPO ETS in exchange for such cancellation will pay for, subject to Section 5.4, a cash payment from BPO ETS equal to the holders amount (if any) by which the Cash Consideration exceeds the exercise price of such Tracking Share Option, multiplied by the number of Tracking Shares subject to such Tracking Share Option, and each such Tracking Share Option shall immediately be cancelled and terminated and, for greater certainty, where such amount is zero or negative, such Tracking Share Option shall be cancelled without any consideration, and none of BPO ETS, BPY, BAM or Purchaser Sub shall be obligated to pay the holder of such Tracking Share Option any amount in respect of such Tracking Share Option, and, with respect to each BPY Option and Tracking Share Option that is surrendered pursuant to this Section 3.1(a), as of the effective time of such surrender: (A) the holder thereof shall cease to be the amounts set forth holder of such BPY Option or Tracking Share Option, as applicable, (B) the holder thereof shall cease to have any rights as a holder in respect of such BPY Option or Tracking Share Option, as applicable, or under the acknowledgments BPY Stock Option Plans or the Tracking Share Option Plan, as applicable, other than the right to receive the consideration to which such holder is entitled pursuant to this Section 3.1(a), (C) such holder’s name shall be removed from the applicable register, and releases executed by such holders; and(D) all agreements, grants and similar instruments relating thereto shall be cancelled; (cb) Immediately the DSUs outstanding immediately prior to the Effective Time shall be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, each except that, the terms of such DSUs shall be amended so as to substitute BAM Shares for the Denco Trust Tracking Shares or BPY Units, as applicable, subject to such DSUs and the Automotive & General Trusts will be dissolved and all number of their property will be distributed on dissolution to DSUs held by each participant under the Company; (2) At DSU Plans as of the Effective Time the following shall occur and shall be deemed amended to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at be equal to (i) the Effective Time: (a) each Class A Share outstanding at number of DSUs held by the participant immediately prior to the Effective Time, other than a Class A Share held multiplied by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicablethe Exchange Ratio; (c) BAM will purchase each unvested Restricted BPY Unit and each Restricted Canadian BPY Unit and, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or each such affiliate), Restricted BPY Unit shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco BAM in exchange for the Consideration for each Class A BAM Share held; (b) each Class A Share in respect Consideration, and the name of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco holder shall be removed from the applicable registers register of holders of Class A Shares, BPY Units in respect of such BPY Units and Acquisitionco BAM shall be recorded as the registered holder of the Class A Shares BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof., free and clear of any liens, claims or encumbrances, and such BAM Shares shall be subject to the same transfer restrictions, vesting, forfeiture and other terms and conditions as were applicable to the Restricted BPY Units immediately prior to the Effective Time; (d) BAM will purchase each BPY Unit in respect of which a valid election has been made pursuant to Section 3.2(b) by an Eligible Canadian Holder and, subject to proration in accordance with Section 3.3, each such BPY Unit shall be deemed to be transferred by such Eligible Canadian Holder to BAM in exchange for the BAM Share Consideration, and the name of such Eligible Canadian Holder shall be removed from the register of holders of BPY Units in respect of such BPY Units and BAM shall be recorded as the registered holder of the BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (e) the Applicable Acquiror will purchase each BPY Unit held by a BAM Holder, other than those BPY Units transferred pursuant to Section 3.1(c) and 3.1(d), and each such BPY Unit shall be deemed to be transferred by such holder to the Applicable Acquiror in exchange for the Cash Consideration, the New Preferred Unit Consideration or the BAM Exchange LP Consideration (in each case as deemed to be elected pursuant to Section 3.2 and subject, in each case, to proration in accordance with Section 3.3), and the name of such holder shall be removed from the register of holders of BPY Units in respect of such BPY Units and the Applicable Acquiror shall be recorded as the registered holder of the BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (f) the BPY LPA Amendment will become effective and binding on the parties thereto; (g) Purchaser Sub will make a loan to Brookfield BPY Holdings Inc. in the principal amount equal to the Total Public New Preferred Unit Amount, which will be evidenced by the issuance of Note A;

Arrangement. (1) Prior to At the Effective Time, except as otherwise noted herein, the following steps will shall occur and shall be deemed to occur sequentially, in the following order, without any further act or formality required on the part of any person, in each case effective as set out belowat the Effective Time: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with each Red Back SAR issued and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be transferred by the holder thereof to Red Back and cancelled in exchange for such cancellation will pay a cash payment by Red Back equal to the holders thereof amount by which the amounts set forth fair market value of the Consideration at the Effective Time (calculated in accordance with the acknowledgments and releases executed by requirements of the Red Back SAR Plan) exceeds the strike price of such holders; andRed Back SAR, less any required withholding taxes; (cb) Immediately each Red Back DSU issued and outstanding immediately prior to the Effective Time, each whether vested or unvested, will be transferred by the holder thereof to Red Back and cancelled in exchange for a cash payment by Red Back equal to the amount of the Denco Trust and fair market value of the Automotive & General Trusts will be dissolved and all Consideration at the Effective Time (calculated in accordance with the requirements of their property will be distributed on dissolution to the CompanyRed Back DSU Plan), less any required withholding taxes; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (ac) each Class A Red Back Share outstanding at the Effective Time, (other than a Class A Share any Red Back Shares held by (i) a Dissenting Holder who Kinross and any Red Back Shares in respect of which the Red Back Shareholder has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned transferred to Kinross (free and transferred by the holder thereof to Acquisitionco clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for the Consideration for each Class A Share heldConsideration, subject to Article 4 hereof; (bd) each Class A Red Back Share in respect of which a Class A the Red Back Shareholder has validly exercised his, her or its Dissent Right shall be directly transferred and assigned and transferred by such Dissenting Holder Shareholder to Acquisitionco Kinross (free and clear of all Liensany liens, charges and encumbrances of any nature whatsoever) in accordance with Article 3; and4 hereof; (ce) with respect to each Red Back Share transferred and assigned in accordance with Subsection 3.1(c) or Subsection 3.1(d) hereto: (i) the names registered holder thereof shall cease to be the registered holder of such Red Back Share and the Class A Shareholders whose Class A Shares were transferred to Acquisitionco name of such registered holder shall be removed from the applicable registers register of holders Red Back Shareholders as of Class A Shares, and Acquisitionco shall be recorded as the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Red Back Share in accordance with Subsection 3.1(c) or Subsection 3.1(d) hereto, as applicable; and (iii) Kinross will be the holder of all of the Class A outstanding Red Back Shares so transferred and the register of Red Back Shareholders shall be revised accordingly; (f) each Red Back Option, which is outstanding and has not been duly exercised prior to the Effective Date, shall be exchanged for a fully vested option (each, a “Replacement Option”) to purchase from Kinross the number of Kinross Shares (rounded down to the nearest whole share) equal to: (i) the Option Exchange Ratio multiplied by (ii) the number of Red Back Shares subject to such Red Back Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Kinross Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Red Back Share otherwise purchasable pursuant to such Red Back Option; divided by (y) the Option Exchange Ratio. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Red Back Option for which it was exchanged, and shall be governed by the terms of the applicable Red Back Option Plan and any certificate or option agreement previously evidencing the Red Back Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the legal requirements under subsection 7(1.4) of the Tax Act; and (g) the Red Back DSU Plan and beneficial owner thereofRed Back SAR Plan shall be terminated.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) the Purchaser shall advance by way of a loan to Pure LP an amount equal to the aggregate amount of cash required to be paid by Pure LP for the cancellation of the Pure Deferred Units, the Pure RUs and the Pure Performance Units hereunder and Pure LP shall deliver to the Purchaser a duly issued and executed demand interest- free promissory note having a principal amount equal to the amount so advanced; (b) the Pure LPA shall be amended to the extent necessary or desirable by the Parties to facilitate the Arrangement and the implementation of the steps and transactions described herein and/or contemplated in connection with the Arrangement including providing for the allocation to the Unitholders and to the Purchaser of the Net Income and Taxable Income (both terms as defined in the Pure LPA) of Pure LP for the Fiscal Year (as defined in the Pure LPA) of Pure LP in which the Closing Date occurs as follows: (i) Pure LP shall allocate its Net Income and Taxable Income earned and realized prior to Closing Date to the Unitholders and for greater certainty, no other allocation of the Net Income and Taxable Income of Pure LP shall be made to the Unitholders; (ii) Pure LP shall allocate its Net Income and Taxable Income earned and realized on or after Closing Date to the Purchaser; and (iii) the Purchaser shall make such allocations of its Net Income and Taxable Income to the Unitholders and the Purchaser pursuant to the Pure LPA and the Tax Act as necessary to effect the foregoing allocations; (c) notwithstanding the terms of the Unitholder Rights Plan, the Unitholder Rights Plan shall be terminated and all URP Rights issued pursuant to the Unitholder Rights Plan shall be cancelled without any payment in respect thereof; (d) each Class A Share Pure Deferred Unit outstanding shall, without any further action by or on behalf of a holder of Pure Deferred Units, be cancelled in exchange for a cash payment from Pure LP of an amount equal to the Consideration (the “Deferred Unit Payment”), less all applicable withholdings, all in full satisfaction of the obligations of Pure LP in respect of the Pure Deferred Units;‌ (e) each Pure RU outstanding, whether vested or unvested, shall be deemed to be unconditionally and fully vested, and each such Pure RU shall, without any further action by or on behalf of a holder of Pure RUs, be cancelled in exchange for a cash payment from Pure LP of an amount equal to the Consideration (the “RU Payment”), less applicable withholdings, all in full satisfaction of the obligations of Pure LP in respect of the Pure RUs;‌ (f) each Pure Performance Unit outstanding, whether vested or unvested, shall be deemed to be unconditionally and fully vested based on the applicable performance factor (calculated in accordance with the terms of the Pure RU Plan as if the Effective Date were the vesting date of such Pure Performance Units), and each such Pure Performance Unit (including additional Pure Performance Units that vest as a result of the application of the applicable performance factor) shall, without any further action by or on behalf of a holder of Pure Performance Units, be cancelled in exchange for a cash payment from Pure LP of an amount equal to the Consideration (the “Performance Unit Payment”), less applicable withholdings, all in full satisfaction of the obligations of Pure LP in respect of the Pure Performance Units;‌ (g) concurrent with the step described in Sections 2.3(d), 2.3(e) and 2.3(f), as applicable, (i) each holder of a Pure Deferred Unit, each holder of a Pure RU and each holder of a Pure Performance Unit shall cease to be a holder of such Pure Deferred Unit, Pure RU or Pure Performance Unit, as the case may be, (ii) each such holder’s name shall be removed from each applicable register, (iii) the Pure Deferred Unit Plan, the Pure RU Plan and all agreements, arrangements and understandings relating to any and all of the Pure Deferred Units, the Pure RUs and the Pure Performance Units shall be terminated and shall be of no further force and effect, and (iv) each such holder shall thereafter have only the right to receive the Deferred Unit Payment, the RU Payment or the Performance Unit Payment to which such holder is entitled pursuant to Sections 2.3(d), 2.3(e) and 2.3(f), as applicable, at the Effective Timetime and in the manner contemplated hereby; (h) each of the Units held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3, and:‌ (i) such Dissenting Holder shall cease to be the holder of such Units and to have any rights as a Unitholder other than the right to be paid fair value for such Units, as set out in Section 3.1; (ii) such Dissenting Holder’s name shall be removed as the holder of such Units from the register of Units maintained by or on behalf of Pure LP; and (iii) the Purchaser shall be deemed to be the transferee of such Units free and clear of all Liens (other than the right to be paid fair value for such Units as set out in Section 3.1), and shall be entered in the register of Units maintained by or on behalf of Pure LP; (i) concurrent with the transaction described in Section 2.3(h), each Unit outstanding, other than a Class A Share Units held by (i) a Dissenting Holder who has in respect of which Dissent Rights have been validly exercised hisshall, her without any further action by or its Dissent Righton behalf of any Unitholder, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco the Purchaser in exchange for the Consideration, and:‌ (i) each holder of such Units shall cease to be the holder thereof and to have any rights as a Unitholder other than the right to be paid the Consideration for each Class A Share heldper Unit in accordance with this Plan of Arrangement; (bii) the name of each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right such holder shall be directly assigned and transferred removed from the register of the Units maintained by or on behalf of Pure LP; and (iii) the Purchaser shall be deemed to be the transferee of such Dissenting Holder to Acquisitionco Unit (free and clear of all Liens) and shall be entered in the register of the Units maintained by or on behalf of Pure LP; (j) unless a Debentureholder Event has occurred, all Pure Debentures outstanding shall, without any further action by or on behalf of any Debentureholder, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Debenture Consideration, and‌ (i) each holder of Pure Debentures shall cease to be the holder thereof and to have any rights as a Debentureholder other than the right to be paid the Debenture Consideration for such holder’s Pure Debentures in accordance with Article 3; andthis Plan of Arrangement; (cii) the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco each such holder shall be removed from the applicable registers register of holders Pure Debentures maintained by or on behalf of Class A Shares, and Acquisitionco Pure LP; and (iii) the Purchaser shall be recorded as deemed to be the registered holder transferee of the Class A Shares so transferred such Pure Debentures (free and clear of all Liens) and shall be deemed entered in the legal register of Pure Debentures maintained by or on behalf of Pure LP; and (k) all of the rights and beneficial owner thereofobligations of Pure GP under the Pure LPA shall be assigned by Pure GP to a transferee to be designated by the Purchaser by notice in writing to Pure GP not less than two Business Days prior to the Effective Date, and such assignee shall become a party to the Pure LPA and assume all of the obligations of the general partner under the Pure LPA.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will events or transactions shall occur as set out belowand shall be deemed to occur in the following sequence without any further act or formality: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.;simultaneously: (bi) Immediately prior to the Effective Time, the Company shall cancel each Company BPY Option, DSU and RSU whether vested or unvested, that is outstanding immediately prior to the Effective TimeTime shall, notwithstanding the terms of the BPY Stock Option Plans or any applicable grant agreement in relation thereto, be surrendered by the holder thereof to BPY in exchange for, subject to Section 5.4, a cash payment from BPY equal to the amount (if any) by which the Cash Consideration exceeds the exercise price of such BPY Option, multiplied by the number of BPY Units subject to such BPY Option, and each such BPY Option shall immediately be cancelled and terminated and, for greater certainty, where such amount is zero or negative, such BPY Option shall be cancelled without any consideration, and none of BPY, BAM or Purchaser Sub shall be obligated to pay the holder of such BPY Option any amount in respect of such BPY Option; and (ii) each Tracking Share Option, whether vested or unvested, and that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Tracking Share Option Plan or any applicable grant agreement in relation thereto, be surrendered by the holder thereof to BPO ETS in exchange for such cancellation will pay for, subject to Section 5.4, a cash payment from BPO ETS equal to the holders amount (if any) by which the Cash Consideration exceeds the exercise price of such Tracking Share Option, multiplied by the number of Tracking Shares subject to such Tracking Share Option, and each such Tracking Share Option shall immediately be cancelled and terminated and, for greater certainty, where such amount is zero or negative, such Tracking Share Option shall be cancelled without any consideration, and none of BPO ETS, BPY, BAM or Purchaser Sub shall be obligated to pay the holder of such Tracking Share Option any amount in respect of such Tracking Share Option, and, with respect to each BPY Option and Tracking Share Option that is surrendered pursuant to this Section 3.1(a), as of the effective time of such surrender: (A) the holder thereof shall cease to be the amounts set forth holder of such BPY Option or Tracking Share Option, as applicable, (B) the holder thereof shall cease to have any rights as a holder in respect of such BPY Option or Tracking Share Option, as applicable, or under the acknowledgments BPY Stock Option Plans or the Tracking Share Option Plan, as applicable, other than the right to receive the consideration to which such holder is entitled pursuant to this Section 3.1(a), (C) such holder’s name shall be removed from the applicable register, and releases executed by such holders; and(D) all agreements, grants and similar instruments relating thereto shall be cancelled; (cb) Immediately the DSUs outstanding immediately prior to the Effective Time shall be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, each except that, the terms of such DSUs shall be amended so as to substitute BAM Shares for the Denco Trust Tracking Shares or BPY Units, as applicable, subject to such DSUs and the Automotive & General Trusts will be dissolved and all number of their property will be distributed on dissolution to DSUs held by each participant under the Company; (2) At DSU Plans as of the Effective Time the following shall occur and shall be deemed amended to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at be equal to (i) the Effective Time: (a) each Class A Share outstanding at number of DSUs held by the participant immediately prior to the Effective Time, other than a Class A Share held multiplied by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicablethe Exchange Ratio; (c) BAM will purchase each unvested Restricted BPY Unit and each Restricted Canadian BPY Unit and, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or each such affiliate), Restricted BPY Unit shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco BAM in exchange for the Consideration for each Class A BAM Share held; (b) each Class A Share in respect Consideration, and the name of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco holder shall be removed from the applicable registers register of holders of Class A Shares, BPY Units in respect of such BPY Units and Acquisitionco BAM shall be recorded as the registered holder of the Class A Shares BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof., free and clear of any liens, claims or encumbrances, and such BAM Shares shall be subject to the same transfer restrictions, vesting, forfeiture and other terms and conditions as were applicable to such Restricted BPY Units immediately prior to the Effective Time; (d) BAM will purchase each BPY Unit in respect of which a valid election has been made pursuant to Section 3.2(b) by an Eligible Canadian Holder and, subject to proration in accordance with Section 3.3, each such BPY Unit shall be deemed to be transferred by such Eligible Canadian Holder to BAM in exchange for the BAM Share Consideration, and the name of such Eligible Canadian Holder shall be removed from the register of holders of BPY Units in respect of such BPY Units and BAM shall be recorded as the registered holder of the BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (e) the Applicable Acquiror will purchase each BPY Unit held by a BAM Holder, other than those BPY Units transferred pursuant to Section 3.1(c) and 3.1(d), and each such BPY Unit shall be deemed to be transferred by such holder to the Applicable Acquiror in exchange for the Cash Consideration, the New Preferred Unit Consideration or the BAM Exchange LP Consideration (in each case as deemed to be elected pursuant to Section 3.2 and subject, in each case, to proration in accordance with Section 3.3), and the name of such holder shall be removed from the register of holders of BPY Units in respect of such BPY Units and the Applicable Acquiror shall be recorded as the registered holder of the BPY Units so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (f) the BPY LPA Amendment will become effective and binding on the parties thereto; (g) Purchaser Sub will make a loan to Brookfield BPY Holdings Inc. in the principal amount equal to the Total Public New Preferred Unit Amount, which will be evidenced by the issuance of Note A;

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. Time on the day prior to the Effective Date, the sale following reorganization of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with capital and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following other transactions shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each The Articles of Incorporation of ITI shall be amended to create and authorize an unlimited number of Exchangeable Shares and one Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Preferred Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held;. (b) each ITI shall issue to EduTrek one Class A Preferred Share in consideration of the issuance to ITI of one share of EduTrek Common Stock. The stated capital of the Class A Preferred Share shall be equal to the fair market value, as determined by the board of directors of ITI, of a share of EduTrek Common Stock. No certificate shall be issued in respect of which a the Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; andPreferred Share. (c) Each ITI Common Share (other than ITI Common Shares held by holders who have exercised their rights of dissent in accordance with Section 3.1 hereof and who are ultimately entitled to be paid the names fair value for such shares and other than ITI Common Shares held by EduTrek or any Subsidiary thereof) will be exchanged at the Exchange Ratio for a number of Exchangeable Shares, and each such holder thereof will receive a whole number of Exchangeable Shares resulting therefrom and the rights under the Voting and Exchange Trust Agreement granted upon such exchange. In lieu of fractional Exchangeable Shares, each such holder who otherwise would be entitled to receive a fraction of an Exchangeable Share on the exchange shall be paid by ITI an amount determined as set forth in Section 4.3. (d) Upon the exchange referred to in subsection (c) above, each such holder of an ITI Common Share shall cease to be such a holder, shall have his name removed from the register of holders of ITI Common Shares and shall become a holder of the number of fully paid Exchangeable Shares to which he is entitled as a result of the exchange referred to in subsection (c), and such holder's name shall be added to the register of holders of Exchangeable Shares accordingly. (e) The aggregate stated capital of the Exchangeable Shares will be equal to the aggregate stated capital immediately prior to the Effective Date of the ITI Common Shares which are exchanged pursuant to subsection (c) above, thereby excluding the stated capital attributable to the fractional shares for which payment is made as contemplated in subsection (c) above. (f) The Articles of Incorporation of ITI shall be amended to reduce the number of authorized ITI Common Shares to one and the rights, privileges, restrictions and conditions attaching to the ITI Common Shares shall be changed and restated as set forth in Appendix A. (g) The one outstanding Class A Preferred Share will be exchanged for one fully paid and non-assessable ITI Common Share and the holder thereof shall cease to be a holder of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco Preferred Share, shall be have its name removed from the applicable registers register of holders of Class A Shares, Preferred Shares and Acquisitionco shall be recorded as the registered become a holder of the ITI Common Share to which it is entitled as a result of the exchange referred to in this subsection (g), and such holder's name shall be added to the register as holder of the ITI Common Share accordingly. (h) The stated capital of the one ITI Common Share shall be equal to the stated capital of the one Class A Preferred Share immediately prior to the exchange contemplated in subsection (g). (i) The Articles of Incorporation of ITI shall be amended to delete the Class A Preferred Share from the authorized share capital so that, after giving effect to the foregoing provisions of this Section 2.1, the authorized capital of ITI shall consist of an unlimited number of Exchangeable Shares having the rights, privileges, restrictions and conditions set forth in Appendix A hereto and one Common Share having the rights, privileges, restrictions and conditions set forth in Appendix A hereto. (j) Each of the then outstanding Options will, without any further action on the part of any Optionholder, be converted into an option to purchase the number of shares of EduTrek Common Stock equal to the number determined by multiplying the number of ITI Common Shares subject to such Option at the Effective Time by the Exchange Ratio, at an exercise price per share of EduTrek Common Stock equal to the exercise price per ITI Common Share of such Option immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in a converted Option being exercisable for a fraction of a share of EduTrek Common Stock, then the number of shares of EduTrek Common Stock subject to such Option will be rounded down to the nearest whole number of shares, and the exercise price per whole share of EduTrek Common Stock will be as determined above. The ITI Options as so transferred converted will (without further action on the part of the Optionholders) be further modified as necessary to effect such conversion; provided, however, the term, exercisability, vesting schedule, and all other terms and conditions of the Options will otherwise be unchanged by the provisions of this paragraph (j) and shall operate in accordance with their terms. The obligations of ITI under the ITI Options as so converted shall be deemed the legal and beneficial owner thereofassumed by EduTrek.

Arrangement. (1) Prior to the Effective Time3.1 Commencing, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events set out below shall occur and shall be deemed to occur as set out below sequentially in the following order, without any further authorization, act or formality, in each case effective formality except as at five minute intervals starting at otherwise provided herein (provided that none of the Effective Time:following shall occur unless all of the following occur): (a) each Class A Share outstanding at the Crew Common Shares held by Dissenting Crew Shareholders shall be deemed to have been transferred to Purchaser, free and clear of all liens, claims and encumbrances, and cancelled and, as of the Effective Time, such Dissenting Crew Shareholders shall cease to have any rights as Crew Shareholders, other than a Class A Share held by the right to be paid the fair value of their Crew Common Shares in accordance with Article 4 of this Plan of Arrangement; (ib) a Dissenting Holder who has validly exercised hisin accordance with the terms of the Crew Incentive Plan, her the applicable grant agreement in relation thereto and the Arrangement Agreement, each Crew Incentive Award outstanding immediately prior to the Effective Time (whether vested or its Dissent Rightunvested) shall, without any further action or formality on behalf of the holder thereof, Crew or Purchaser, be fully and unconditionally vested, and shall be and be deemed to be settled by Crew in exchange for, subject to Section 5.7 such number of Crew Common Shares as is equal to the Crew Net Share Amount and Crew shall promptly pay to the appropriate Governmental Authority an amount of cash equal to the Withholdings Amount in respect of the settlement of such holder’s Crew Incentive Awards; (iic) if applicableimmediately following the settlements described in Section (b), each former holder of Crew Incentive Awards shall be entered in the register of the holders of Crew Common Shares maintained by or on behalf of Crew as the holder of such Crew Common Shares and such Crew Common Shares shall be issued to such former holder of Crew Incentive Awards as fully paid and non-assessable Crew Common Shares and following such issuance the former holder of such Crew Incentive Awards shall cease to have any rights as a former holder of Crew Incentive Awards other than the right to receive the Crew Net Share Amount and, thereafter, the PurchaserShare Consideration in exchange for such Crew Common Shares in accordance with Section 3.1(d) of this Plan of Arrangement whereupon all Crew Incentive Awards shall be, Acquisitionco or any and shall be deemed to be, cancelled and terminated by Crew, all obligations in respect of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Crew Incentive Awards shall be deemed to be assigned fully satisfied and the holders thereof shall cease to have any rights or claims in respect thereof and the Crew Incentive Plan shall be terminated and of no further force and effect; and (d) each Crew Common Share outstanding immediately prior to the Effective Time (other than those held by Dissenting Crew Shareholders) and each Crew Common Share issued under Section 3.1(c) shall be transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised hiswithout any further action on its part, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) liens, claims and encumbrances, to Purchaser in accordance with Article 3; andexchange for the Share Consideration and Purchaser shall be deemed to be the legal and beneficial owner of such transferred Crew Common Share free and clear of any liens, claims or encumbrances, and upon such transfer: (ci) the holders of such Crew Common Shares shall cease to be the holders of Crew Common Shares, the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holders shall be removed from the applicable registers register of holders of Class A Shares, Crew Common Shares with respect to all such Crew Common Shares and Acquisitionco such holders cease to have any rights as a holder of such Crew Common Shares (or such fraction of a Crew Common Share) other than the right to receive the consideration for such Crew Common Share (or such fraction of a Crew Common Share) in accordance with this Plan of Arrangement; (ii) Purchaser shall be recorded as become the registered holder of the Class A Crew Common Shares so transferred and shall be added to the register of holders of Crew Common Shares as the registered holder of such shares; and (iii) each Crew Shareholder whose Crew Common Shares are so transferred shall be entitled to receive from the Purchaser the Share Consideration payable to such Crew Shareholders pursuant to the Arrangement on the basis set forth herein and the name of such Crew Shareholder shall be added to the register of holders of Purchaser Shares. 3.2 The Arrangement shall be structured such that, assuming the Arrangement Resolution is approved by the Crew Shareholders at the Crew Meeting and the Final Order is obtained, the issuance or deemed issuance, for purposes of the legal United States Securities Act of 1933, as amended, as applicable, of the Purchaser Shares to the Crew Shareholders under the Arrangement will not require registration under the United States Securities Act of 1933, as amended, in reliance on the exemption provided by Section 3(a)(10) thereof and beneficial owner thereofsimilar exemptions under U.S. state securities laws. 3.3 A Crew Shareholder (other than a Non-Resident Shareholder) who receives Purchaser Shares under the Arrangement shall be entitled to make a joint income tax election with Purchaser, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial tax laws). Purchaser shall make available on Purchaser's website tax election forms required under the Tax Act within 30 days of the Effective Date. Any Crew Shareholder (other than a Non-Resident Shareholder) who wants to make such election and otherwise qualifies to make such election may do so by providing to Purchaser two signed copies of the necessary election forms within 120 days following the Effective Date, duly completed with the details of the number of Crew Common Shares transferred and the applicable agreed amount or amounts for the purposes of such election. Thereafter, subject to the election forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed by ▇▇▇▇▇▇▇▇▇ and returned to such Crew Shareholder by ordinary mail within 30 days after the receipt thereof by Purchaser for filing with the applicable Governmental Authority. Purchaser will not be responsible for the proper completion of any election form and Purchaser will not be responsible for any taxes resulting from the failure by a former Crew Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (and any applicable provincial tax laws).

Arrangement. (1) Prior to 3.1 On the Effective TimeDate, each of the following steps will occur as events set out belowbelow shall be deemed to occur at the Effective Time in the order set forth below without further act or formality: (a) Effective at 11:00 p.m. on the day prior Extendicare Subordinate Voting Shares and the Extendicare Multiple Voting Shares held by Dissenting Shareholders who have validly exercised Dissent Rights shall be deemed to have been transferred to Extendicare and cancelled and shall cease to be outstanding and such Dissenting Shareholders shall cease to have any rights as Shareholders other than the Effective Dateright to be paid the fair value of their Extendicare Subordinate Voting Shares and/or their Extendicare Multiple Voting Shares, as the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Groupcase may be, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.Section 4.1; (b) Immediately prior the articles of Extendicare shall be amended (i) to create an unlimited number of common shares designated as Common Shares and having attached thereto the Effective Timerights, the Company shall cancel each Company Optionprivileges, DSU restrictions and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and conditions set out in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holdersSchedule A attached hereto; and (ii) to decrease the authorized share capital by cancelling all of the authorized Class I Preferred Shares and Class II Preferred Shares and by deleting the rights, privileges, restrictions and conditions attached to the Class I Preferred Shares and Class II Preferred Shares; (c) Immediately each Extendicare Subordinate Voting Share shall be exchanged by the holder thereof with Extendicare for one Extendicare Common Share and one ALC Class A Share; (d) each Extendicare Multiple Voting Share shall be exchanged by the holder thereof with Extendicare for 1.075 Extendicare Common Shares and one ALC Class B Share; (i) Extendicare shall reduce the aggregate amount in the stated capital account it maintains for the Extendicare Multiple Voting Shares to nil, and shall add an amount equal to the aggregate amount of such reduction to the stated capital account it maintains for the Extendicare Common Shares; (ii) Extendicare shall reduce the aggregate amount in the stated capital account it maintains for the Extendicare Subordinate Voting Shares to nil, and shall add an amount equal to the aggregate amount of such reduction to the stated capital account it maintains for the Extendicare Common Shares; and (iii) the Extendicare Multiple Voting Shares and Extendicare Subordinate Voting Shares exchanged under clauses (c) and (d) shall be cancelled, and the articles of Extendicare shall be amended to further decrease the authorized share capital by cancelling all of the authorized Extendicare Subordinate Voting Shares and Extendicare Multiple Voting Shares and by deleting the rights, privileges, restrictions and conditions attaching to the Extendicare Multiple Voting Shares and Extendicare Subordinate Voting Shares; (f) each issued and outstanding Extendicare Common Share in respect of which an Electing Shareholder has validly elected to receive an Exchangeable LP Unit (except for greater certainty, any such Extendicare Common Share elected to be transferred in consideration for Exchangeable LP Units exceeding the holder’s pro rata allocation of the Maximum Number of Exchangeable LP Units) shall be transferred to Extendicare Holding Partnership free and clear of all liens, claims and encumbrances in consideration for Exchangeable LP Units and related Ancillary Rights on a one -for- one basis; (g) each issued and outstanding Extendicare Common Share not transferred to Extendicare Holding Partnership under paragraph (f) above shall be transferred to Newco free and clear of all liens, claims and encumbrances in consideration for a Newco Note; (h) each Newco Note shall be transferred to the REIT free and clear of all liens, claims and encumbrances in consideration for a REIT Unit, with the result that the number of REIT Units received by a Shareholder shall be equal to the number of Extendicare Common Shares transferred by the holder to Newco under paragraph (g) above; (i) the Newco Notes held by the REIT shall be transferred to Extendicare Trust free and clear of all liens, claims and encumbrances in consideration for Series 1 Trust Notes and Trust Units with an aggregate value equal to the aggregate principal amount of the Newco Notes so transferred; (j) the Newco Notes held by Extendicare Trust shall be transferred to Extendicare Holding Partnership free and clear of all liens, claims and encumbrances in consideration for that number of Class A Holding Partnership Units of Extendicare Holding Partnership equal to the number of Extendicare Common Shares transferred to Newco pursuant to paragraph (g) above; (k) the Newco Notes held by Extendicare Holding Partnership shall be transferred to ULC free and clear of all liens, claims and encumbrances for a combination of ULC Notes and ULC Shares with an aggregate value equal to the aggregate principal amount of the Newco Notes so transferred; (l) the Extendicare Common Shares held by Extendicare Holding Partnership shall be transferred to ULC free and clear of all liens, claims and encumbrances pursuant to a joint election under Section 85(2) of the Tax Act in consideration for ULC Shares; (m) the Extendicare Common Shares held by ULC shall be transferred to Newco free and clear of all liens, claims and encumbrances pursuant to a joint election under Section 85(1) of the Tax Act in consideration for Newco Shares; (n) a portion of the Newco Notes held by ULC shall be transferred to Newco free and clear of all liens, claims and encumbrances in consideration for Newco Shares, and the Newco Notes so transferred shall be cancelled; and (o) Extendicare and Newco (collectively, the “predecessor corporations”) shall amalgamate pursuant to the laws of Canada to form Extendicare Amalco, with the effect that: (i) all of the property of the predecessor corporations held immediately before the amalgamation (except any amounts receivable from any predecessor corporation or shares of any predecessor corporation) shall become the property of Extendicare Amalco; (ii) all of the liabilities of the predecessor corporations immediately before the amalgamation (except any amounts payable to any predecessor corporation) shall become liabilities of Extendicare Amalco; (iii) all of the issued and outstanding Extendicare Common Shares held by Newco immediately before the amalgamation shall be cancelled without repayment of capital; (iv) any existing cause of action, claim or liability to prosecution of either of the predecessor corporations shall be unaffected; (v) any civil, criminal or administrative action or proceeding pending by or against either of the predecessor corporations may be continued to be prosecuted by or against Extendicare Amalco; (vi) a conviction against, or ruling, order or judgment in favour of or against, either of the predecessor corporations may be enforced by or against Extendicare Amalco; (vii) the articles and by-laws of Extendicare Amalco shall be the same as the articles and by-laws of Newco with the articles being set out in Schedule B hereto; and (viii) the Newco Shares and the Newco Notes held by ULC immediately before the amalgamation shall become Amalco Shares and Extendicare Amalco debt, respectively, by virtue of the amalgamation, and the stated capital of the Amalco Shares will be equal to the stated capital of the Newco Shares immediately before such amalgamation. 3.2 Subject to Section 3.3, with respect to the elections required to be made by a Shareholder (other than any Dissenting Shareholder) in order to dispose of Extendicare Shares pursuant to Section 3.1(f): (a) each such Shareholder shall make such election by depositing with the Depository a duly completed Letter of Transmittal and Election Form prior to the Effective TimeElection Deadline, each indicating such Shareholder’s election, together with certificates representing such Shareholder’s Extendicare Shares; and (b) any Shareholder who does not deposit with the Depository a completed Letter of Transmittal and Election Form prior to the Denco Trust Election Deadline or otherwise fails to comply with the requirements of Section 3.2(a) and the Automotive & General Trusts will be dissolved Letter of Transmittal and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and Election Form shall be deemed to occur as set out below without have elected to dispose of all of his, her or its Extendicare Common Shares to Newco pursuant to Section 3.1(g). 3.3 With respect to any further authorizationelection required to be made by a Shareholder in order to effect the transfer of Extendicare Common Shares pursuant to Section 3.1(f), act subject to the Shareholders otherwise satisfying the conditions to such election, such Shareholder may so elect in respect of all or formalityany portion of the aggregate number of Extendicare Shares to be received by such Shareholder pursuant to Sections 3.1(c) and (d). If a Shareholder receives a combination of REIT Units and Exchangeable LP Units (together with Ancillary Rights), the Shareholder shall be considered to have disposed of all of his, her or its Extendicare Common Shares in consideration for the aggregate REIT Units and Exchangeable LP Units (together with Ancillary Rights) so received. In the event that the aggregate Elected Number of all Electing Shareholders is greater than the Maximum Number of Exchangeable LP Units, the Exchangeable LP Units will be allocated on a pro rata basis to each case effective as at five minute intervals starting at Electing Shareholder in accordance with the following formula: the Maximum Number of Exchangeable LP Units divided by the aggregate Elected Number of all Electing Shareholders multiplied by the Elected Number of the particular Electing Shareholder. Each Electing Shareholder will be deemed to have elected to exchange that number of Extendicare Common Shares for Exchangeable LP Units that results in the Electing Shareholder receiving Exchangeable LP Units equal to the number of Exchangeable LP Units allocated to such Electing Shareholder and the balance of such Electing Shareholder’s Extendicare Common Shares shall be transferred to Newco in exchange for Newco Notes pursuant to Section 3.1(g) (subject to rounding). 3.4 With respect to each Shareholder (other than Dissenting Shareholders), on the Effective TimeDate: (a) each upon the exchange of Extendicare Subordinate Voting Shares with Extendicare for one Extendicare Common Share and one ALC Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicablepursuant to Section 3.1(c), the Purchaser, Acquisitionco or any former holder of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Extendicare Subordinate Voting Shares shall be deemed added to the register of Extendicare Common Shares and the name of such holder shall be assigned and transferred by removed from the holder thereof register of holders of Extendicare Subordinate Voting Shares as it relates to Acquisitionco in exchange for the Consideration for each Class A Share heldExtendicare Subordinate Voting Shares so exchanged; (b) each upon the exchange of Extendicare Multiple Voting Shares with Extendicare for 1.075 Extendicare Common Shares and one ALC Class A B Share in respect pursuant to Section 3.1(d), the former holder of which a Class A Shareholder has validly exercised his, her or its Dissent Right Extendicare Multiple Voting Shares shall be directly assigned added to the register of Extendicare Common Shares and transferred by the name of such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco holder shall be removed from the applicable registers register of holders of Class A Shares, Extendicare Multiple Voting Shares as it relates to the Extendicare Multiple Voting Shares so exchanged; (c) upon the transfer of Extendicare Common Shares to Extendicare Holding Partnership in consideration for Exchangeable LP Units and Acquisitionco related Ancillary Rights pursuant to Section 3.1(f): (i) such former holder of Extendicare Common Shares shall be recorded added to the register of holders of Exchangeable LP Units and Special Voting Units, added as a party to the registered Limited Partnership Agreement and the Exchange and Support Agreement and the name of such holder shall be removed from the register of holders of Extendicare Common Shares as it relates to the Extendicare Common Shares so transferred; and (ii) Extendicare Holding Partnership shall become the holder of the Class A Extendicare Common Shares so transferred and shall be deemed added to the legal register of holders of Extendicare Common Shares; (d) upon the transfer of Extendicare Common Shares to Newco in consideration for Newco Notes pursuant to Section 3.1(g): (i) such former holder of Extendicare Common Shares shall be added to the register of holders of Newco Notes and beneficial owner thereofthe name of such holder shall be removed from the register of holders of Extendicare Common Shares as it relates to the Extendicare Common Shares so transferred; and (ii) Newco shall become the holder of the Extendicare Common Shares so transferred and shall be added to the register of holders of Extendicare Common Shares; and (e) upon the transfer of Newco Notes to the REIT in consideration for REIT Units pursuant to Section 3.1(h): (i) such former holder of Newco Notes shall be added to the register of holders of REIT Units and the name of such holder shall be removed from the register of holders of the Newco Notes as it relates to the Newco Notes so transferred; and (ii) the REIT shall become the holder of the Newco Notes so transferred and shall be added to the register of the holder of Newco Notes. 3.5 On the Effective Date: (a) upon the transfer of Newco Notes by the REIT to Extendicare Trust in consideration for Series 1 Trust Notes and Trust Units pursuant to Section 3.1(i): (i) the REIT shall cease to be the holder of the Newco Notes so transferred and the name of the REIT shall be removed from the register of holders of Newco Notes as it relates to the Newco Notes so transferred; (ii) Extendicare Trust shall become the holder of the Newco Notes so transferred and shall be added to the register of holders of the Newco Notes; and (iii) Extendicare Trust shall issue to the REIT the Series 1 Trust Notes and the Trust Units issuable to the REIT on the basis set forth in Section 3.1(i) and the name of the REIT shall be added to the registers of holders of the Series 1 Trust Notes and the Trust Units; (b) upon the transfer of Newco Notes by Extendicare Trust to Extendicare Holding Partnership in consideration for Class A Holding Partnership Units pursuant to Section 3.1(j): (i) Extendicare Trust shall cease to be the holder of the Newco Notes so transferred and the name of Extendicare Trust shall be removed from the register of holders of Newco Notes as it relates to the Newco Notes so transferred; (ii) Extendicare Holding Partnership shall become the holder of the Newco Notes so transferred and shall be added to the register of holders of the Newco Notes; and (iii) Extendicare Holding Partnership shall issue to Extendicare Trust the Class A Holding Partnership Units issuable to Extendicare Trust on the basis set forth in Section 3.1(j) and the name of Extendicare Trust shall be added to the register of holders of the Class A Holding Partnership Units; (c) upon the transfer of Newco Notes by Extendicare Holding Partnership to ULC in consideration for ULC Notes and ULC Shares pursuant to Section 3.1(k): (i) Extendicare Holding Partnership shall cease to be the holder of the Newco Notes so transferred and the name of Extendicare Holding Partnership shall be removed from the register of holders of Newco Notes as it relates to the Newco Notes so transferred; (ii) ULC shall become the holder of the Newco Notes so transferred and shall be added to the register of holders of the Newco Notes; and (iii) ULC shall issue to Extendicare Holding Partnership ULC Notes and ULC Shares issuable to Extendicare Holding Partnership on the basis set forth in Section 3.1(k) and the name of Extendicare Holding Partnership shall be added to the register of holders of ULC Notes and ULC Shares; (d) upon the transfer of Extendicare Common Shares by Extendicare Holding Partnership to ULC pursuant to Section 3.1(l): (i) Extendicare Holding Partnership shall cease to be the holder of the Extendicare Common Shares so transferred and the name of Extendicare Holding Partnership shall be removed from the register of holders of Extendicare Common Shares as it relates to the Extendicare Common Shares so transferred; (ii) ULC shall become the holder of the Extendicare Common Shares so transferred and shall be added to the register of holders of Extendicare Common Shares; and (iii) ULC shall issue to Extendicare Holding Partnership ULC Shares issuable to Extendicare Holding Partnership on the basis set forth in Section 3.1(l) and the name of Extendicare Holding Partnership shall be added to the register of holders of ULC Shares; (e) upon the transfer of Extendicare Common Shares by ULC to Newco pursuant to Section 3.1(m): (i) ULC shall cease to be the holder of the Extendicare Common Shares so transferred and the name of ULC shall be removed from the register of holders of Extendicare Common Shares as it relates to the Exte

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) subject to Section 2.3, each Class A Bowater Elected Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not will be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco Bowater Holdings in exchange for that number of fully paid and non-assessable Bowater Common Shares equal to the Consideration for Exchange Ratio, and the name of each Class A Share heldsuch holder will be removed from the register of holders of Avenor Common Shares and added to the register of holders of Bowater Common Shares and Bowater Holdings will be added to the register of holders of Avenor Common Shares accordingly; (b) each Class A Share in respect Bowater Holdings will transfer to Bowater Canada all the Avenor Common Shares then owned by Bowater Holdings and, as consideration therefor, Bowater Canada will issue an equivalent number of which a Class A Shareholder has validly exercised hiscommon shares of Bowater Canada to Bowater Holdings, her or its Dissent Right shall and Bowater Holdings will be directly assigned removed from the register of holders of Avenor Common Shares and transferred by such Dissenting Holder Bowater Canada will be added to Acquisitionco (free and clear the register of all Liens) in accordance with Article 3; andholders of Avenor Common Shares accordingly; (c) subject to Section 2.3, each Cash Elected Share and Exchangeable Share Elected Share will be transferred by the names holder thereof to Bowater Canada in exchange for (i) in the case of a Cash Elected Share, C$35 in cash, without interest thereon and (ii) in the Class A Shareholders whose Class A case of an Exchangeable Share Elected Share, that number of Exchangeable Shares were transferred equal to Acquisitionco shall the Exchange Ratio, and each holder who receives cash will be removed from the applicable registers register of holders of Class A Shares, Avenor Common Shares and Acquisitionco each holder who receives Exchangeable Shares will be removed from the register of holders of Avenor Common Shares and added to the register of holders of Exchangeable Shares and Bowater Canada shall be recorded as the registered holder of the Class A such Avenor Common Shares so exchanged; provided, however, that where a holder receives both cash and Exchangeable Shares, each Avenor Common Share transferred to Bowater Canada by the holder thereof will be deemed to have been transferred to Bowater Canada for a combination of cash and Exchangeable Shares, with the cash portion of such consideration received by such holder for such share being equal to the aggregate cash consideration received by such holder divided by the number of Avenor Common Shares so transferred; and (d) subject to Section 2.3, each Avenor Common Share in respect of which an effective election has not been made (other than Avenor Common Shares held by Dissenting Shareholders who are ultimately entitled to be paid the fair value of the Avenor Common Shares held by them) will be deemed to be an Exchangeable Share Elected Share and will be transferred to Bowater Canada in exchange for Exchangeable Shares in accordance with the provisions described in paragraph (c) above, and each such holder will be removed from the register of holders of Avenor Common Shares and added to the register of holders of Exchangeable Shares and Bowater Canada shall be deemed recorded as the legal and beneficial owner thereofregistered holder of such Avenor Common Shares so exchanged.

Arrangement. (1) Prior to At the Effective Time, pursuant to the following steps terms hereof and the Plan of Arrangement, Glamis and Goldcorp will occur as set out beloweffect a combination of their respective businesses by way of an Arrangement under the BCBCA pursuant to which: (a) Effective at 11:00 p.m. on each outstanding Glamis Common Share (other than Glamis Common Shares held by a holder who has validly exercised its Dissent Rights and who is ultimately entitled to be paid fair value for the day prior to holder’s Glamis Common Shares, or by Goldcorp or any Subsidiary of Goldcorp) will be exchanged by the Effective Date, holder thereof for 1.69 Goldcorp Common Shares (the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur “Share Exchange Ratio”) and $0.0001 in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.cash; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is Glamis Option outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, shall be exchanged for an option (a “Converted Goldcorp Option”) to acquire (on the same terms and conditions as were applicable to such Glamis Option immediately before the Effective Time under the relevant Glamis Option Plan under which it was issued and the agreement evidencing the grant thereof and, in exchange for particular, but without limitation, if the Glamis Option is deemed to vest at the Effective Time in accordance with the Glamis Option Plan or such cancellation will pay agreement, then the Converted Goldcorp Option shall be fully vested), the number (rounded down to the holders thereof nearest whole number) of Goldcorp Common Shares equal to the amounts set forth in product of: (A) the acknowledgments and releases executed by number of Glamis Common Shares subject to such holders; and (c) Immediately Glamis Option immediately prior to the Effective Time, each of Time and (B) the Denco Trust and the Automotive & General Trusts will Share Exchange Ratio. The exercise price per Goldcorp Common Share subject to any such Converted Goldcorp Option shall be dissolved and all of their property will be distributed on dissolution an amount (rounded up to the Company; nearest one-hundredth of a cent) equal to the quotient of: (2A) At the Effective Time the following shall occur and shall be deemed exercise price per Glamis Common Share subject to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at such Glamis Option immediately before the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held ; divided by (iB) a Dissenting Holder who has validly exercised histhe Share Exchange Ratio, her or its Dissent Right, and (ii) if applicable, provided that the Purchaser, Acquisitionco or any of their affiliates (which Class A Shareexercise price otherwise determined shall be increased to the extent, if any, shall not be exchanged under required to ensure that the Arrangement but shall remain outstanding as a Class A Share held by In the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names Money Amount of the Class A Shareholders whose Class A Shares were transferred Converted Goldcorp Option immediately after the exchange is equal to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as In the registered holder Money Amount of the Class A Shares so transferred and shall be deemed exchanged Glamis Option immediately before the legal and beneficial owner thereofexchange.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A SMART Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the SMART Equity Incentive Plan, shall be deemed to be unconditionally vested and exercisable, and such SMART Option shall, without any further action by or on behalf of a holder of SMART Options, be deemed to be assigned and transferred by such holder to SMART in exchange for a cash payment from SMART to such holder equal to the amount (if any) by which the Cash Consideration exceeds the exercise price of such SMART Option, less applicable withholdings, and each such SMART Option for each Common Share subject to such SMART Option shall immediately be cancelled and, for greater certainty, where such amount is a negative, SMART shall pay the holder of such SMART Option $0.001 in respect of such SMART Option; (b) each SMART RSU outstanding at immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the SMART Equity Incentive Plan, shall be deemed to be unconditionally vested, and such SMART RSU shall, without any further action by or on behalf of a holder of such SMART RSU, be deemed to be assigned and transferred by such holder to SMART in exchange for a cash payment from SMART equal to the Cash Consideration in respect of each SMART RSU, less applicable withholdings, and each such SMART RSU shall immediately be cancelled; (c) each SMART DSU outstanding immediately prior to the Effective Time, other than notwithstanding the terms of the SMART Equity Incentive Plan, shall, without any further action by or on behalf of a Class A Share held holder of such SMART DSU, be deemed to be assigned and transferred by such holder to SMART in exchange for a cash payment from SMART equal to the Cash Consideration in respect of each SMART DSU, less applicable withholdings, and each such SMART DSU shall immediately be cancelled; (d) each SMART PSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the SMART Equity Incentive Plan, shall, without any further action by or on behalf of a holder of such SMART PSU, immediately be cancelled and, for greater certainty, SMART shall pay the holder of such SMART PSU $0.001 in respect of such SMART PSU; (e) (i) each holder of SMART Options, SMART RSUs, SMART DSUs and SMART PSUs shall cease to be a holder of such SMART Options, SMART RSUs, SMART DSUs and SMART PSUs, (ii) such holder’s name shall be removed from each applicable register of holders maintained by or on behalf of SMART, (iii) the SMART Equity Incentive Plan and all agreements relating to the SMART Options, SMART RSUs, SMART DSUs and SMART PSUs shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Sections 2.3(a), 2.3(b) and 2.3(c), at the time and in the manner specified in Sections 2.3(a), 2.3(b), 2.3(c) and Section 4.1(c); (f) each of the Common Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised, shall be deemed to have been transferred without any further act or formality to AcquisitionCo (free and clear of all Liens) in consideration for a debt claim against AcquisitionCo for the amount determined under Article 3, and: (i) such Dissenting Holders shall cease to be the holders of such Common Shares and to have any rights as holders of such Common Shares other than the right to be paid fair value for such Common Shares as set out in Section 3.1; (ii) such Dissenting Holders’ names shall be removed as the holders of such Common Shares from the register of the Common Shares maintained by or on behalf of SMART; and (iii) AcquisitionCo shall be deemed to be the transferee of such Common Shares free and clear of all Liens, and shall be entered in the register of the Common Shares maintained by or on behalf of SMART; and (g) each Common Share outstanding immediately prior to the Effective Time (other than Common Shares held by a Dissenting Holder who has validly exercised his, her or its such holder’s Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall without any further action by or on behalf of any holder of Common Shares, be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco AcquisitionCo (free and clear of all Liens) in exchange for the Cash Consideration, and: (i) the holders of such Common Shares shall cease to be the holders thereof and to have any rights as holders of such Common Shares other than the right to be paid the Cash Consideration in accordance with Article 3; andthis Plan of Arrangement; (cii) the such holders’ names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers register of holders the Common Shares maintained by or on behalf of Class A Shares, and Acquisitionco SMART; and (iii) AcquisitionCo shall be recorded as deemed to be the registered holder transferee of the Class A such Common Shares so transferred (free and clear of all Liens) and shall be deemed entered in the legal and beneficial owner thereofregister of the Common Shares maintained by or on behalf of SMART.

Arrangement. (1) Prior to 3.1 The Arrangement involves a number of steps, including the Effective Timefollowing, the following steps which will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below occur, without any further authorization, act or formalityformality of or by Exito, in each case effective as at five minute intervals starting GLN or another other person, sequentially commencing at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A GLN Share held by a Dissenting Shareholder shall be irrevocably transferred to Exito, free and clear of all Encumbrances, without any further act or formality and: (i) a such Dissenting Holder who has validly exercised his, her or its Dissent Right, Shareholder shall cease to be the holder of such GLN Shares so transferred and will cease to have any rights as holder of such GLN Shares other than the right to be paid fair value for such GLN Shares by Exito; (ii) if applicablesuch Dissenting Shareholder's name shall be removed as the holder of such GLN Shares from the central securities register of holders of GLN Shares maintained by or on behalf of GLN; and (iii) Exito shall become the sole legal and beneficial holder of such GLN Shares so transferred, free and clear of all Encumbrances, and shall be entered in the central securities register of holders of GLN Shares maintained by or on behalf of GLN; (b) GLN Shareholders and Exito will complete a share exchange whereby: (i) all of the issued and outstanding GLN Shares will be exchanged by GLN Shareholders (other than Dissenting Shareholders) on the basis of 0.2601 an Exito Consolidated Share for every one GLN Share held (the "Exchange Ratio"). In the event that the Exito Consolidation is not completed prior to the Effective Time for any reason, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Exchange Ratio shall be deemed to have been adjusted such that GLN Shares will be assigned and transferred by exchanged on the holder thereof to Acquisitionco in exchange basis of 0.5202 of an Exito Share for the Consideration for each Class A every one GLN Share held; (bii) each Class A Share Exito will in respect exchange acquire all of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned the issued and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3outstanding GLN Shares; and (iii) GLN will become a wholly-owned subsidiary of Exito; (c) on the names Effective Date, Exito and GLN will complete the Amalgamation whereby: (i) all of the Class A assets and liabilities of Exito and GLN will become the assets and liabilities of Amalco; (ii) the name of Amalco will be "Good Life Networks Inc.", or such other name as may be acceptable to Exito, GLN and relevant Governmental Entities; (iii) the articles of Amalco on completion of the short-form vertical amalgamation will be the same as the articles of Exito prior to completion of the Amalgamation; (iv) the notice of articles and authorized capital of Amalco on completion of the Amalgamation will be the same as the notice of articles of Exito prior to completion of the Amalgamation; (v) all of the issued and outstanding Exito Consolidated Shares will become Amalco Shares on a one-for-one basis; (vi) the issued and outstanding GLN Shares held by Exito will be cancelled without any repayment of capital in respect thereof; (d) as a result of the Arrangement, GLN Shareholders whose Class A (other than Dissenting Shareholders) will have effectively exchanged their GLN Shares were transferred to Acquisitionco for Amalco Shares on the basis of the Exchange Ratio; and (e) the first directors of Amalco shall be removed from the applicable registers of holders of Class A Shares▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof▇▇▇▇▇ ▇▇▇▇▇.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur except as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Dateotherwise noted herein, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below sequentially, in the following order, without any further authorization, act or formalityformality required on the part of any Person, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Newstrike Share outstanding at the Effective Time, (other than a Class A Share any Newstrike Shares held by (i) a Dissenting Holder who Timmins and any Newstrike Shares in respect of which any Newstrike Shareholder has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned transferred to Timmins (free and transferred by the holder thereof to Acquisitionco clear of any Liens) in exchange for the Consideration for each Class A Share heldConsideration, subject to Article 4 hereof; (b) each Class A Newstrike Share in respect of which a Class A any Newstrike Shareholder has validly exercised his, her or its Dissent Right shall be directly transferred and assigned and transferred by such Dissenting Holder Shareholder to Acquisitionco Timmins (free and clear of all any Liens) in accordance with Article 3; and4 hereof; (c) with respect to each Newstrike Share transferred and assigned in accordance with Section 3.1(a) or Section 3.1(b) hereto: (i) the names registered holder thereof shall cease to be the registered holder of such Newstrike Share and the Class A Shareholders whose Class A Shares were transferred to Acquisitionco name of such registered holder shall be removed from the applicable registers register of holders Newstrike Shareholders as of Class A Shares, and Acquisitionco shall be recorded as the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Newstrike Shares in accordance with Section 3.1(a) or Section 3.1(b) hereto, as applicable; and (iii) Timmins will be the holder of all of the Class A outstanding Newstrike Shares so transferred and the register of Newstrike Shareholders shall be revised accordingly; (d) each Newstrike Option, which is outstanding and has not been duly exercised prior to the Effective Date, shall be exchanged for a fully vested option (each, a “Replacement Option”) to purchase from Timmins the number of Timmins Shares (rounded down to the nearest whole share) equal to: (i) the Option Exchange Ratio multiplied by (ii) the number of Newstrike Shares subject to such Newstrike Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Timmins Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Newstrike Share otherwise purchasable pursuant to such Newstrike Option; divided by (y) the Option Exchange Ratio. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Newstrike Option for which it was exchanged, and shall be governed by the terms of the Newstrike Stock Option Plan and any certificate or option agreement previously evidencing the Newstrike Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding the legal forgoing, the terms and beneficial owner thereofconditions of the Newstrike Stock Option Plan relating to accelerated expiry of Newstrike Options on account of early termination after ceasing to hold office or ceasing to be an employee or consultant shall be amended, such that there will be no accelerated expiry of Replacement Options on account of early termination after ceasing to hold office or ceasing to be an employee or consultant; Taxes shall be deducted and withheld in connection with the exercise of Replacement Options only to the extent required under applicable Law; and (e) the exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding certain procedures related thereto may not be completed until after the Effective Date.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below sequentially in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share Silverstone Special Warrant outstanding at immediately prior to the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Time shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A converted into one Silverstone Share heldat no additional cost; (b) each Class A Silverstone Share in respect of which held by a Class A Dissenting Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and deemed to be transferred by such Dissenting Holder to Acquisitionco (the holder thereof, free and clear of all Liens) liens, claims and encumbrances, to Silverstone for cancellation and Silverstone shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3; and (c) 4 hereof, and Silverstone shall cause such Silverstone Share to be cancelled and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers central securities register as a holder of holders Silverstone Shares; (c) each Silverstone Share held by a Former Silverstone Shareholder (other than a Dissenting Shareholder or Silver Wheaton or any subsidiary of Class A SharesSilver Wheaton) shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, to Silver Wheaton and in consideration therefor Silver Wheaton shall issue Silver Wheaton Shares on the basis of 0.185 of a fully paid and non-assessable Silver Wheaton Share (the “Share Exchange Ratio”) for each Silverstone Share, subject to and hereof, and Acquisitionco the name of such holder shall be removed from the central securities register as a holder of Silverstone Shares and Silver Wheaton shall be recorded as the registered holder of the Class A Silverstone Shares so transferred and shall be deemed to be the legal owner of such Silverstone Shares; (d) each Silverstone Employee Option outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged for an option (a “Converted Silver Wheaton Option”) of Silver Wheaton to acquire (on the same terms and beneficial owner thereofconditions as were applicable to such Silverstone Employee Option immediately before the Effective Time under the Silverstone Stock Option Plan and the agreement evidencing the grant except to the extent that such Converted Silver Wheaton Option will expire on the expiry date for such option (provided that no Converted Silver Wheaton Option will expire as a result of the holder thereof ceasing to be employed, engaged as a consultant, officer or director or otherwise in a service relationship with Silverstone, a subsidiary of Silverstone or any successor thereof or as a result of termination of such relationship by Silverstone and further provided, however, that each Converted Silver Wheaton Option held by a director or consultant of Silverstone who ceases to be a director, officer or consultant, as applicable, of Silverstone on the Effective Date shall be deemed to have been amended to provide that such option shall expire not later than the earlier of: (i) the original expiry date of such option; and (ii) the date that is two years following the Effective Date), the number (rounded down to the nearest whole number) of Silver Wheaton Shares equal to the product of: (A) the number of Silverstone Shares subject to such Silverstone Employee Option immediately prior to the Effective Time and (B) the Share Exchange Ratio. The exercise price per Silver Wheaton Share subject to any such Converted Silver Wheaton Option shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of (A) the exercise price per Silverstone Share subject to such Silverstone Employee Option immediately before the Effective Time divided by (B) the Share Exchange Ratio, provided that the exercise price otherwise determined shall be adjusted to the extent, if any, required to ensure that the Converted Silver Wheaton Option In the Money Amount immediately after the exchange is equal to the Silverstone Stock Option In the Money Amount of the exchanged Silverstone Employee Option immediately before the Effective Time; and (e) in accordance with the terms of the Silverstone Non-Employee Options, each Silverstone Non-Employee Option outstanding immediately prior to the Effective Time, whether or not vested, shall entitle the holder thereof to receive upon exercise (on the same terms and conditions as were applicable to such Silverstone Non-Employee Option immediately before the Effective Time except to the extent that the Silverstone Non-Employee Option will expire on the earlier of: (i) the original expiry date for such option; and (ii) the date that is two years following the Effective Date, if the holder thereof ceases to be a consultant of Silverstone as of the Effective Date and does not then become an employee, consultant, director or officer of Silver Wheaton or a subsidiary of Silver Wheaton on that date), the number (rounded down to the nearest whole number) of Silver Wheaton Shares equal to the product of: (A) the number of Silverstone Shares subject to such Silverstone Non-Employee Option, as the case may be, immediately prior to the Effective Time and (B) the Share Exchange Ratio.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) subject to section 2.2(b), each Class A Share outstanding at of the Effective Time, OncoGenex Debentures (other than a Class A Share OncoGenex Debentures held by Dissenting Securityholders who are ultimately entitled to be paid fair value of the OncoGenex Debentures held by them) will be transferred by the holder thereof, without any act or formality on its part, to Sonus (or an Affiliate thereof) in exchange for (i) a Dissenting Holder who has validly exercised hisin the case of the BC Advantage Debenture, her or its Dissent Rightthat number of fully paid and non-assessable Sonus Common Shares equal to the BC Advantage Shares Issuable, and (ii) if applicablein the case of the Other Debentures, for each $1,000 principal amount of Other Debentures transferred, that number of fully paid and non-assessable Sonus Common Shares equal to the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held Other Debenture Exchange Ratio multiplied by the PurchaserOther Debenture Shares Issuable; provided, Acquisitionco or such affiliatehowever, in no event shall Sonus be obligated to issue pursuant to this section 2.2(a) a number of Sonus Common Shares that exceeds the number of Sonus Common Shares outstanding immediately prior to the Effective Time (the "Share Cap"); (b) to the extent that the Share Cap limits the number of Sonus Common Shares otherwise issuable pursuant to section 2.2(a) and notwithstanding Section 2.2(a), only that portion of the OncoGenex Debentures as is equal to the Exchanged Portion shall be deemed to be assigned transferred to Sonus and transferred the Remaining Portion shall be deemed to remain outstanding and be held by the holder thereof OncoGenex Debentureholders; and to Acquisitionco in exchange for the Consideration for each Class A Share held; extent OncoGenex Debentures are transferred to Sonus pursuant to section 2.2(a) and (b) ), the name of each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall holder will be removed from the applicable registers register of holders of Class A OncoGenex Debentures and added to the register of holders of Sonus Common Shares, and Acquisitionco shall Sonus will be recorded as the registered holder of the Class A Shares so OncoGenex Debentures transferred and shall will be deemed to be the legal and beneficial owner thereof. To the extent that there is a Remaining Portion, the OncoGenex Debentureholders will continue to be recorded as the registered holders of that portion of the OncoGenex Debentures that are not transferred and will be deemed to be the legal and beneficial owners thereof. For the purposes of section 2.2(a) and this section 2.2(b), the Other Debentures and BC Advantage Debenture shall rank pari-passu with each other; (c) each OncoGenex Share (other than OncoGenex Shares held by Dissenting Securityholders who are ultimately entitled to be paid the fair value of the OncoGenex Shares held by them) will be transferred by the holder thereof, without any act or formality on its part, to Sonus in exchange for that number of fully paid and non-assessable Sonus Common Shares equal to the Share Exchange Ratio; and the name of each such holder will be removed from the register of holders of OncoGenex Shares and added to the register of holders of Sonus Common Shares, and Sonus will be recorded as the registered holder of such OncoGenex Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (d) each OncoGenex Option shall, without any act or formality, be exchanged by the holder thereof for an option (an "Assumed Option") to purchase a number of Sonus Common Shares equal to the product of the Share Exchange Ratio multiplied by the number of OncoGenex Common Shares subject to such OncoGenex Option. Such Assumed Option shall provide for an exercise price per Sonus Common Share equal to the exercise price per share of such OncoGenex Option immediately prior to the Effective Time divided by the Share Exchange Ratio and rounded up to the nearest one hundredth of a cent. If the foregoing calculation results in an Assumed Option being exercisable for a fraction of a Sonus Common Share, then the number of Sonus Common Shares subject to such Assumed Option shall be rounded down to the next whole number of Sonus Common Shares. The term to expiry, conditions to and manner of exercise, vesting schedule and other terms and conditions of each of the Assumed Options shall be the same as the terms and conditions of the OncoGenex Option for which it is exchanged (except as provided for in the Assumption Agreement), and any document or agreement previously evidencing an OncoGenex Option shall be deemed to be an agreement between Sonus and the holder thereof evidencing such Assumed Option. Notwithstanding the above, in the event a holder of an OncoGenex Option would be subject to Section 409A of the Code (as defined in the Arrangement Agreement) as a result of the application of this Section 2.2(d) (but for this sentence), the determination of the exercise price and number of Sonus Common Shares that constitute the Assumed Option shall be adjusted as necessary such that the Assumed Option satisfies the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D); and (e) each Person entitled to receive Sonus Common Shares to be issued pursuant to section 2.2(c) of this Plan of Arrangement, (i) who does not execute an Escrow Agreement will be deemed to have irrevocably appointed and authorized the Escrow Shareholders' Agent, as the agent of such Person, to enter into and act under an Escrow Agreement on behalf of such Person in the manner contemplated in the Escrow Agreement, (ii) will be deemed to have irrevocably authorized and directed Sonus, and its representatives and agents, to withhold from the total number of Sonus Common Shares issuable to such Person pursuant to section 2.2(c) of this Plan of Arrangement at the Effective Time and cause to be deposited with the Escrow Agent, that number of Sonus Common Shares as is equal to the number of OncoGenex Shares held by such Person immediately prior to the Effective Time multiplied by the Escrow Ratio, rounded down to the nearest whole number (the "Deposited Securities"), (iii) will be deemed to have irrevocably authorized the Escrow Agent to hold and deal with such Person's Deposited Securities in accordance with the terms of the Escrow Agreements, and (iv) will be bound by the provisions of the Escrow Agreements in respect of all of such Person's Deposited Securities.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur in the following sequence as set out below without any further authorization, act or formality, in each case effective as at five one minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share all Sulliden Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all Liens) to Rio Alto; and (i) a such Dissenting Holder who has validly exercised his, her or its Dissent Right, Shareholders shall cease to be the holders of such Sulliden Shares and to have any rights as Sulliden Shareholders other than the right to be paid the fair value for such Sulliden Shares as set out in Article 4; (ii) if applicablethe name of each such Dissenting Shareholders shall be removed as a Sulliden Shareholder from the registers of Sulliden Shareholders maintained on or on behalf of Sulliden; and (iii) such Sulliden Shares so transferred to Rio shall thereupon be cancelled without payment; (b) all of the issued and outstanding Sulliden RSUs shall be deemed to have vested, and Sulliden shall allot and issue to each holder of Sulliden RSUs such number of Sulliden Shares as are due to such holder under the terms of the Sulliden RSU Plan (less any amounts withheld pursuant to the Plan of Arrangement) and thereafter the Sulliden RSU Plan will terminate and none of the former holders of Sulliden RSUs, the Purchaser, Acquisitionco Parties or any of their affiliates respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden RSU Plan; (which Class A Sharec) all of the issued and outstanding Sulliden DSUs shall be deemed to have vested, if anyand the resignation of each holder of Sulliden DSUs of his or her position with Sulliden and the appointment of their successors shall be effective, and Sulliden shall not be exchanged allot and issue to each holder of Sulliden DSUs such number of Sulliden Shares as are due to settle the amount due to such holder under the Arrangement but terms of the Sulliden DSU Plan (less any amounts withheld pursuant to the Plan of Arrangement) and thereafter the Sulliden DSU Plan will terminate and none of the former holders of Sulliden DSUs, the Parties or any of their respective successors or assigns shall remain outstanding have any rights, liabilities or obligations in respect of the Sulliden DSU Plan; (d) the authorized share capital of Sulliden will be amended by redesignating the Sulliden Shares as a the Class A Share held by B Shares and the Purchaser, Acquisitionco or such affiliate), articles of Sulliden shall be deemed to be amended accordingly, and each certificate representing Sulliden Shares shall, as and from the time such redesignation is effective, represent Class B Shares; (e) the authorized share capital of Sulliden will be amended by the creation of an unlimited number of Class A Shares, and the articles of Sulliden shall be deemed to be amended accordingly; (f) the SpinCo Option Plan will come into force; (g) the transactions contemplated by the SpinCo Conveyance Agreement shall become effective and pursuant thereto, Sulliden shall assign and transfer to SpinCo and SpinCo shall accept the SpinCo Assets and SpinCo Liabilities, and as consideration for the SpinCo Assets, SpinCo shall issue to Sulliden that number of fully-paid and non-assessable SpinCo Shares such that immediately after the foregoing issuance Sulliden shall hold in aggregate (together with the SpinCo Shares held immediately prior to the foregoing issuance) that number of SpinCo Shares that is equal to 0.0147 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time and after giving effect to the issuances in section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, all in accordance with the terms of the SpinCo Conveyance Agreement, and Sulliden shall be entered into the register of SpinCo Shares maintained by or on behalf of SpinCo; (h) Rio Alto will lend (the "Loan") to Sulliden an amount of cash equal to the Loan Amount by way of a non-interest bearing demand promissory note. If Rio Alto has so elected in accordance with Section 2.10(b) of the Arrangement Agreement, Sulliden will subscribe and pay for and Rio Alto shall issue to Sulliden that number of fully-paid and non-assessable Rio Alto Shares (the "Rio Alto Funding Shares") equal to $10,000,000 at the Rio Alto Share Price; (i) Sulliden will subscribe for and SpinCo shall issue to Sulliden that number of additional fully-paid and non-assessable SpinCo Shares that is equal to 0.0853 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time and after giving effect to the issuances in Section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, in consideration for payment from Sulliden to SpinCo of (i) cash subscription proceeds equal to $25,000,000 using funds from the Loan or (ii) $15,000,000 in cash using funds from the Loan and the transfer to SpinCo of all of the Rio Alto Funding Shares; (j) Each Sulliden Option will be exchanged for a Sulliden Class A Option and one-tenth (0.1) of a SpinCo Option (and when aggregated with the other similar SpinCo Options of a holder of such options resulting in a fraction, they shall be rounded down to the nearest whole number of SpinCo Options). The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Sulliden Class A Option or a SpinCo Option, will be the same as the Sulliden Option for which it is exchanged and any document evidencing a Sulliden Option shall thereafter evidence and be deemed to evidence such Sulliden Class A Option or SpinCo Option, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Sulliden Class A Option or a SpinCo Option, as the case may be, will be increased such that the aggregate of the In-The-Money Amount of the Sulliden Class A Option and the In-The-MoneyAmount of the SpinCo Option immediately after the exchange does not exceed the In-The-Money Amount of the Sulliden Option immediately before the exchange. (k) Sulliden shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, and which reorganization shall occur in the following order: (i) each outstanding Class B Share will be exchanged with Sulliden free and clear of all Liens for one (1) Class A Share and one-tenth (0.1) of a SpinCo Share, and such Class B Share shall thereupon be cancelled, and: (A) the holders of such Class B Shares shall cease to be the holders thereof and to have any rights or privileges as holders of such Class B Shares; (B) such holders' names shall be removed from the register of the Class B Shares maintained by or on behalf of Sulliden; and (C) each Sulliden Shareholder shall be deemed to be the holder of the Class A Shares and SpinCo Shares (in each case, free and clear of any Liens) exchanged for the Class B Shares and shall be entered in the register of Sulliden or SpinCo, as the case may be, as the registered holder thereof; (ii) the stated capital of Sulliden for the outstanding Class A Shares will be an amount equal to the paid-up capital of Sulliden in respect of the Class B Shares, less the paid-up capital of Sulliden that is attributable to each Sulliden Share held by Dissenting Shareholders and described in paragraph 2.3(a) hereof, and less the Fair Market Value of the SpinCo Shares distributed on such exchange; (l) each outstanding Class A Share (other than Class A Shares held by Rio Alto or any affiliate thereof) will, without further act or formality by or on behalf of a holder of Class A Shares, be irrevocably assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco Rio Alto (free and clear of all Liens) in accordance with Article 3; exchange for 0.525 of a Rio Alto Share for each Class A Share held, and (ci) the names holders of the Class A Shareholders whose such Class A Shares were transferred shall cease to Acquisitionco be the holders thereof and to have any rights as holders of such Class A Shares other than the right to receive 0.525 of a Rio Alto Share per Class A Share in accordance with this Plan of Arrangement; (ii) such holders' name shall be removed from the applicable registers register of holders of the Class A Shares, and Acquisitionco Shares maintained by or on behalf of Sulliden; and (iii) Rio Alto shall be recorded deemed to be the transferee and the legal and beneficial holder of such Class A Shares (free and clear of all Liens) and shall be entered as the registered holder of such Class A Shares in the register of the Class A Shares so transferred maintained by or on behalf of Sulliden. (m) each Sulliden Class A Option, shall be exchanged for a fully-vested option (each, a "Rio Alto Replacement Option") to purchase from Rio Alto 0.525 of Rio Alto Share (and when aggregated with the other similar Rio Alto Replacement Options of a holder of such options resulting in a fraction of a Rio Alto Share, they shall be rounded down to the nearest whole number of Rio Alto Shares). Such Rio Alto Replacement Option shall provide for an exercise price per Rio Alto Replacement Option (rounded up to the nearest whole cent) equal to the exercise price per Class A Share that otherwise be payable to acquire a Class A Share pursuant to the Sulliden Class A Option it replaces. All terms and conditions of a Rio Alto Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Sulliden Class A Option for which it was exchanged, and shall be governed by the terms of the Sulliden Option Plan and any document evidencing a Sulliden Class A Option shall thereafter evidence and be deemed to evidence such Rio Alto Replacement Option, except that the legal term to expiry of any Rio Alto Replacement Option shall not be affected by a holder of Rio Alto Replacement Options not becoming, or ceasing to be, an employee, consultant, officer or director of Sulliden or Rio Alto, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and beneficial owner notwithstanding the foregoing, if required, the exercise price of a Rio Alto Replacement Option will be increased such that the In-The-Money Amount of the Rio Alto Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Sulliden Class A Option immediately before the exchange; (n) each Class A Share held by Rio Alto will be transferred to Rio Alto Newco in consideration of the issue by Rio Alto Newco to Rio Alto of one common share of Rio Alto Newco for each Class A Share so transferred; (o) the stated capital in respect of the Class A Shares will be reduced to $1.00 without any repayment of capital in respect thereof; (p) Sulliden will file an election with the CRA to cease to be a public corporation for the purposes of the Tax Act; and (q) Rio Alto NewCo and Sulliden shall amalgamate to form one corporate entity ("Amalco") with the same effect as if they had amalgamated under under Section 177 of the OBCA, such that: (i) Rio Alto will receive on the amalgamation one Amalco common share in exchange for each Rio Alto Newco common share previously held, and all of the issued and outstanding Class A Shares will be cancelled without repayment of capital in respect thereof; (ii) the stated capital of the Amalco common shares will be an amount equal to the "paid-up capital", as that term is defined in the Tax Act, attributable to all of the issued and outstanding Rio Alto Newco common shares immediately prior to the Amalgamation; (iii) the name of Amalco shall be "Shahuindo Gold Limited"; (iv) the initial directors of Amalco shall be the directors of Rio Alto NewCo; (v) the initial officers of Amalco shall be the officers of Rio Alto NewCo; (vi) Amalco shall have a minimum of 3 directors and a maximum of 11 directors; (vii) all of the property of each of Rio Alto NewCo and Sulliden continues to be the property of Amalco; (viii) Amalco continues to be liable for the obligations of each of Rio Alto NewCo and Sulliden (other than any obligations of Rio Alto NewCo or Sulliden to the other); (ix) any existing cause of action, claim or liability to prosecution is unaffected; (x) a civil, criminal or administrative action or proceeding pending by or against Rio Alto NewCo or Sulliden may continue to be prosecuted by or against Amalco; (xi) a conviction against, or ruling, order or judgment in favour of or against Rio Alto NewCo or Sulliden may be enforced by or against Amalco; (xii) the articles of Rio Alto NewCo immediately before the Effective Time are deemed to be the articles of incorporation of Amalco, and the Certificate of Arrangement is deemed to be the certificate of incorporation of Amalco; (xiii) the by-laws of Rio Alto NewCo immediately before the Effective Time are deemed to be the by-laws of Amalco; (xiv) Amalco shall be authorized to issue an unlimited number of common shares; and (xv) the directors of Amalco may appoint one or more directors of Amalco but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of Amalco, and any directors of Amalco appointed pursuant to the previous sentence shall hold office for a term expiring not later than the close of the next annual meeting of shareholders.

Arrangement. (1) Prior to the Effective Time, the The following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following transactions shall occur and shall be deemed to occur as set out below and be completed in the following order on the Effective Date without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (aA) each Class A Share EMV DSU that is outstanding at immediately prior to the Effective Time, other than a Class A Share held whether vested or unvested, shall unconditionally and immediately vest and shall be settled by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A EMV in exchange for one EMV Share, if any, subject to applicable withholdings; (B) each holder of an EMV DSU shall not be exchanged under entered in the Arrangement but shall remain outstanding register of EMV Shareholders maintained by or on behalf of EMV as a Class A the holder of the EMV Share held by the Purchaser, Acquisitionco or issued therefor and such affiliate), EMV Share shall be deemed to be assigned issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and transferred by the holder of such EMV DSU shall cease to be the holder thereof and to Acquisitionco have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the Consideration register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each Class A holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share heldissued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each Class A EMV Share held by a Dissenting Shareholder in respect of which a Class A the EMV Shareholder has validly exercised his, her or its Dissent Right Rights shall be directly deemed to be transferred and assigned and transferred by such Dissenting Holder Shareholder to Acquisitionco Xos (free and clear of all Liensliens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 34 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the names EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the Class A Shareholders whose Class A Shares were transferred EMV Share and to Acquisitionco have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the applicable registers register of holders EMV Shareholders maintained by or on behalf of Class A Shares, and Acquisitionco EMV; (iii) Xos shall be recorded the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofsuch EMV Share.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below:3.1 The Arrangement (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (ai) each Class A Share outstanding at the Effective Time, other than a Class A Cardiome Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Shareholder shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised histhereof, her without any further act or formality on its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (part, free and clear of all Liens) Encumbrances, to Cardiome and Cardiome shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3; and (c) 5 hereof, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers register of holders the Cardiome Shares maintained by or on behalf of Class A Shares, Cardiome and Acquisitionco Cardiome shall be recorded as the registered holder of the Class A Cardiome Shares so transferred and shall be deemed to be the legal and beneficial owner of such Cardiome Shares; (ii) each outstanding Cardiome Share (other than Cardiome Shares held by Cardiome or Cipher or any affiliates thereof) will, without further act or formality by or on behalf of a holder of Cardiome Shares, be irrevocably assigned and transferred by the holder thereof to Correvio, free and clear of all Encumbrances, in exchange for one (1) Correvio Share in accordance with Section 85.1 of the Tax Act (subject to any adjustment of the Exchange Ratio), and A. the holder of such Cardiome Shares shall cease to be the holder thereof and to have any rights as holder of such Cardiome Share other than the right to receive one (1) Correvio Share (subject to any adjustment of the Exchange Ratio) in accordance with this Plan of Arrangement; B. such holder’s name shall be removed from the register of the Cardiome Shares maintained by or on behalf of Cardiome; and C. Correvio shall be deemed to be the transferee and the legal and beneficial holder of such Cardiome Share, free and clear of all Encumbrances, and shall be entered as the registered holder of such Cardiome Share in the register of the Cardiome Shares maintained by or on behalf of Cardiome. (iii) each Correvio Share previously held by Cardiome shall be cancelled and upon the cancellation thereof, Cardiome shall be deemed to be granted the right to receive from Correvio, a cash payment equal to the Initial Share Price, and Cardiome shall cease to have any rights as a holder of Correvio Shares other than the right to be paid the Initial Share Price per Correvio Share in accordance with this Plan of Arrangement; (iv) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the RSU Plan, shall be deemed to be unconditionally vested, and such RSU shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to Cardiome in exchange for a cash payment from Cardiome equal to the fair market value, as determined by the Board of Correvio, at the Effective Time of each RSU held, subject to applicable withholdings, and each such RSU shall immediately be cancelled; (v) immediately following the cancellation of all RSUs pursuant to step immediately above, Cardiome shall have no further Liability with respect to any RSUs (or any Liability to any holder or former holder thereof) and the RSU Plan shall be cancelled and terminated; (vi) each PSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the PSU Plan, shall be deemed to be unconditionally vested, and such PSU shall, without any further action by or on behalf of a holder of PSUs, be deemed to be assigned and transferred by such holder to Cardiome in exchange for a cash payment from Cardiome equal to the fair market value, as determined by the Board of Correvio, at the Effective Time of each PSU held, subject to applicable withholdings, and each such PSU shall immediately be cancelled; (vii) immediately following the cancellation of all PSUs pursuant to step immediately above, Cardiome shall have no further Liability with respect to any PSUs (or any Liability to any holder or former holder thereof) and the PSU Plan shall be cancelled and terminated; (viii) Correvio will adopt the Correvio Stock Option Plan; (ix) each Option outstanding immediately prior to the Effective Time will be exchanged for an option (each, a “Correvio Replacement Option”) to purchase from Correvio, without further act or formality, the number of Correvio Shares equal to the product of (A) the number of Cardiome Shares subject to the Option immediately before the Effective Time, and (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Correvio Share on any particular exercise of Correvio Replacement Options, then the number of Correvio Shares otherwise issued shall be rounded down to the nearest whole number of Correvio Shares. The exercise price per Correvio Share subject to any such Correvio Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Cardiome Share under the exchanged Option immediately prior to the Effective Time divided by (B) the Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Correvio Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, all terms and conditions of a Correvio Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Option for which it was exchanged, and shall be governed by the terms of the Correvio Stock Option Plan and any document evidencing an Option shall thereafter evidence and be deemed to evidence such Correvio Replacement Option. If the exchange contemplated by this paragraph results in a disposition of Options, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such disposition. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Correvio Replacement Option will be increased such that the In-The-Money Amount of the Correvio Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Option immediately before the exchange. (x) immediately following the exchange of Options for Correvio Replacements Options pursuant to step immediately above, Cardiome shall have no further Liability with respect to any Options (or any Liability to any holder or former holder thereof) and the Stock Plan shall be cancelled and terminated; (xi) Correvio will, as soon as practicable after the effective date of its listing on the TSX and before June 30, 2019, file an election with the CRA to become a public corporation; (xii) Cardiome will assign any and all of its rights, title or interest in or to the Brinavess Assets to Correvio Canada, in consideration of Correvio Canada issuing to Cardiome 100 Correvio Canada Shares with an issue price equal to the fair market value of the Brinavess Assets, and Cardiome and Correvio Canada will jointly elect under subsection 85(1) of the Tax Act to have the transfer take place on a tax-free basis; (xiii) Correvio will furnish a report on Form 6-K to the SEC with respect to Correvio succeeding to Cardiome’s reporting obligations under the U.S. Exchange Act pursuant to Rule 12g-3(a) thereunder; (xiv) Cardiome will file a Form 15 with the SEC to terminate or suspend, as applicable, its reporting obligations under the U.S. Exchange Act; (xv) from and after the Effective Date, without further act or formality: A. Cardiome will be deemed to have transferred to Correvio, in consideration of (i) Correvio assuming all of the Assumed Liabilities and (ii) the issuance by Correvio of the Promissory Note to Cardiome, all of the Assigned Assets and Correvio will be deemed to own and hold all of the Assigned Assets from and after the Effective Date; B. Cardiome will be deemed to have assigned and transferred to Correvio, and Correvio will be deemed to have accepted from Cardiome, all of the Assumed Liabilities from and after the Effective Date and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such transfer, and all of the Assumed Liabilities may be enforced against Correvio from and after the Effective Date to the same extent as if such Assumed Liabilities had been incurred or contracted by Correvio (and Cardiome shall be forever released and discharged from any Liability in respect thereof); C. all rights, contracts, permits and interests of Cardiome will be deemed to continue as rights, contracts, permits and interests of Correvio to the same extent as if Cardiome continued to hold such rights, contracts, permits and interests (and Cardiome shall be forever released and discharged from any Liability in respect thereof); D. any existing cause of action, claim or liability to prosecution by or against Cardiome will be unaffected may be enforced by or against Correvio (and Cardiome shall be forever released and discharged from any Liability in respect thereof);

Arrangement. (1) Prior 3.1 Subject to the Effective Timeterms and conditions of this Plan of Arrangement, the following steps transactions will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as at the Effective Time in the order and at the times set out forth below without any further authorization, act or formalityformality on the part of Taseko, Curis or any other person except as expressly provided in each case effective as at five minute intervals starting at the Effective Timethis Plan of Arrangement: (a) each Class A issued Curis Share outstanding at immediately prior to the Effective Time, other than a Class A Share Time held by a Dissenter who is ultimately determined to be entitled to be paid the fair value of the Curis Shares in respect of which such Dissenter has exercised Dissent Rights will be and will be deemed to have been directly transferred and assigned to Taseko, free and clear of any liens, claims and encumbrances, and: (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, such Dissenter will cease to be the registered holder of such Curis Share and will cease to have any rights as the registered holder of such Curis Share other than the right to be paid fair value of such Curis Share as set forth in Section 5.2(a); (ii) if applicable, such Dissenter’s name will be removed as the Purchaser, Acquisitionco registered holder of such Curis Share from the register of Curis Shares maintained by or any on behalf of their affiliates Curis; and (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A iii) legal and beneficial title to such Curis Share held by the Purchaser, Acquisitionco or such affiliate), shall will vest in Taseko and Taseko will be deemed to be assigned the transferee of such Curis Share, free and transferred clear of any liens, claims and encumbrances, and will be entered in the register of Curis Shares maintained by or on behalf of Curis as the registered holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldof such Curis Share; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised hisCuris Option outstanding immediately prior to the Effective Time (whether or not vested) will be and be deemed to have been directly transferred and assigned to Taseko, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of any liens, claims and encumbrances, in exchange for the Option Consideration in respect of such Curis Option and: (i) the Curis Optionholder that was the holder of such Curis Option will cease to be the holder thereof and will cease to have any rights as a holder of such Curis Option or under the Curis Option Plan other than the right to receive the Option Consideration payable in respect of such Curis Option pursuant to this Section 3.1(b); (ii) such Curis Optionholder’s name will be removed as the holder of such Curis Option from the register of Curis Options maintained by or on behalf of Curis; and (iii) the Curis Option Plan, each Curis Option outstanding immediately prior to the Effective Time and all Liens) in accordance with Article 3option agreements, grants and similar instruments relating to such Curis Options will be cancelled and terminated; and (c) each Curis Share outstanding immediately prior to the names Effective Time (excluding Curis Shares held by Taseko or its affiliates and, for greater certainty, any Curis Shares held by Dissenters who are ultimately determined to be entitled to be paid the fair value of such Curis Shares in accordance with Section 3.1(a)) will be and will be deemed to have been directly transferred and assigned to Taseko, free and clear of any liens, claims and encumbrances, in exchange for the Class A Shareholders whose Class A Shares were transferred Share Consideration and: (i) the Curis Shareholder that was the registered holder of such Curis Share immediately prior to Acquisitionco shall the Effective Time will cease to be removed from the applicable registers registered holder of holders of Class A Shares, such Curis Share and Acquisitionco shall be recorded will cease to have any rights as the registered holder of such Curis Share other than the Class A right to receive the Share Consideration in exchange for such Curis Share pursuant to this Section 3.1(c); (ii) such Curis Shareholder’s name will be removed as the registered holder of such Curis Share from the register of Curis Shares so transferred and shall be deemed the maintained by or on behalf of Curis; and (iii) legal and beneficial owner thereoftitle to such Curis Share will vest in Taseko and Taseko will be deemed to be the transferee of such Curis Share, free and clear of any liens, claims and encumbrances, and will be entered in the register of Curis Shares maintained by or on behalf of Curis as the registered holder of such Curis Share. 3.2 All Taseko Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares in the capital of Taseko for all purposes of the BCBCA. 3.3 No fractional Taseko Shares will be issued pursuant to this Plan of Arrangement. If the aggregate number of Taseko Shares that a Curis Optionholder is entitled to receive pursuant to Section 3.1(b) or a Curis Shareholder is entitled to receive pursuant to Section 3.1(c) is not a whole number, and any fractional number of Taseko Shares to be issued to a Curis Shareholder aggregate number of Taseko Shares such Curis Shareholder or Curis Optionholder is entitled to receive pursuant to this Plan of Arrangement will be rounded down to the next whole Taseko Share and no additional compensation will be paid to the Curis Shareholder or Curis Optionholder in respect of such fractional share. 3.4 All calculations and determinations made by Taseko, Curis or the Depositary, as applicable, for the purposes of this Plan of Arrangement will be conclusive, final and binding.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below sequentially in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Skye Shareholder Rights Plan shall be deemed to terminated (and all rights issued thereunder shall expire) and shall be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldof no further force or effect; (b) each Class A Skye Share in respect of which held by a Class A Dissenting Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and deemed to be transferred by such Dissenting Holder to Acquisitionco (the holder thereof, without any further act or formality on its part, free and clear of all Liens) liens, claims and encumbrances, to HudBay and HudBay shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3; and (c) 4 hereof, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers central securities register as a holder of holders of Class A Shares, Skye Shares and Acquisitionco HudBay shall be recorded as the registered holder of the Class A Skye Shares so transferred and shall be deemed to be the legal owner of such Skye Shares; (c) each Skye Share held by a Former Skye Shareholder (other than a Dissenting Shareholder or HudBay or any subsidiary of HudBay) shall be transferred to HudBay and beneficial owner in consideration therefor HudBay shall issue HudBay Shares on the basis of 0.61 of a fully paid and non-assessable HudBay Share (the “Share Exchange Ratio”) for each Skye Common Share plus $0.001 in cash, subject to Sections 3.03, 3.04 and Article 5 hereof; (d) each Skye Option outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged for an option (a “Converted HudBay Option”) to acquire (on the same terms and conditions as were applicable to such Skye Option immediately before the Effective Time under the Skye Stock Option Plan and the agreement evidencing the grant except to the extent that such Converted HudBay Option will expire on the expiry date for such option), the number (rounded down to the nearest whole number) of HudBay Shares equal to the product of: (A) the number of Skye Shares subject to such Skye Option immediately prior to the Effective Time and (B) the Skye Share Exchange Ratio. The exercise price per HudBay Share subject to any such converted HudBay Option shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of (A) the exercise price per Skye Share subject to such Skye Option immediately before the Effective Time divided by (B) the Share Exchange Ratio, provided that the exercise price otherwise determined shall be adjusted to the extent, if any, required to ensure that the Converted HudBay Option In the Money Amount immediately after the exchange is equal to the Skye Stock Option In the Money Amount of the exchanged Skye Option immediately before the Effective Time; (e) on the Effective Date the Deferred Share Unit Plan of Skye is amended to provide that each outstanding Skye DSU shall thereafter relate to the number of HudBay Shares determined by multiplying the number of Skye Shares to which such Skye DSU relates by the Share Exchange Ratio, all references to “Shares” in the Deferred Share Unit Plan shall be deemed to be references to HudBay Shares or to the number of HudBay Shares so determined and to make such other changes necessary to give effect to the foregoing and to ensure that it qualifies a plan described in regulation 6801(d) under the Tax Act; (f) each Skye Share held by HudBay including the Skye Shares acquired pursuant to Sections 3.01(b) and (c) hereof shall be transferred to Subco in consideration of the issue by Subco to HudBay of one common share of Subco for each Skye Share so transferred; (g) the stated capital in respect of the Skye Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (h) Skye and Subco shall amalgamate to form one corporate entity (“Amalco”) with the same effect as if they had amalgamated under Section 269 of the BCBCA; (i) from and after the Effective Date, at the time of the step contemplated in Section 3.01(h): (i) Amalco will own and hold all property of Skye and Subco and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all liabilities and obligations of Skye and Subco, whether arising by contract or otherwise, may be enforced against Skye to the same extent as if such obligations had been incurred or contracted by it; (ii) Amalco will continue to be liable for all of the liabilities and obligations of Skye and Subco; (iii) all rights, contracts, permits and interests of Skye and Subco will continue as rights, contracts, permits and interests of Amalco as if Skye and Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Skye or Subco under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against either Subco or Skye may be continued by or against Amalco; (vi) a conviction against, or ruling, order or judgment in favour of or against either Subco or Skye may be enforced by or against Amalco; (vii) HudBay shall receive on the amalgamation one Amalco Common Share in exchange for each Subco Common Share previously held and all of the issued and outstanding Skye Shares will be cancelled without any repayment of capital in respect thereof; (viii) the name of Amalco shall be “Skye Resources Inc.”; (ix) Amalco shall be authorized to issue an unlimited number of common shares without par value; (x) the articles of the Amalco shall be substantially in the form of Skye’s articles; (xi) the first annual general meeting of Amalco will be held within 18 months from the Effective Date; (xii) the first directors of Amalco following the amalgamation shall be •, • and •; and (xiii) the capital of common shares of Amalco will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the shares of Subco immediately prior to the merger.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to 3.1 On the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior subject to the Effective Timeprovisions of Article 5 hereof, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation following will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall will be deemed to occur as in the order and at the times set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A issued PMI Share outstanding at immediately prior to the Effective Time, other than a Class A Share Time held by a PMI Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality to PMI for cancellation, free and clear of any liens, claims and encumbrances, and: (i) a such PMI Shareholder will cease to be the registered holder of such Dissenting Holder who Shares and will cease to have any rights as registered holders of such PMI Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 5.2(a); (ii) such PMI Shareholder's name will be removed as the registered holder of such Dissenting Shares from the registers of PMI Shares maintained by or on behalf of PMI; and (iii) PMI will be deemed to be the transferee of such Dissenting Shares, free and clear of any liens, claims and encumbrances, and such Dissenting Shares will be cancelled and returned to treasury; (b) immediately thereafter, each issued and outstanding PMI Share (other than any PMI Share in respect of which the PMI Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and (ii) if applicableacquired by Asanko, without any act or formality on the Purchaser, Acquisitionco or any part of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A of such PMI Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised hisor Asanko, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) liens, claims and encumbrances, in accordance exchange for such number of Asanko Shares equal to the Exchange Ratio, provided that the aggregate number of Asanko Shares payable to any PMI Shareholder, if calculated to include a fraction of a Asanko Share, will be rounded down to the nearest whole Asanko Share, with Article 3; and (c) no consideration being paid for the names fractional share, and the name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall each such PMI Shareholder will be removed from the applicable registers register of holders of Class A PMI Shares and added to the register of holders of Asanko Shares, and Acquisitionco shall Asanko will be recorded as the registered holder of the Class A such PMI Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; (c) each outstanding PMI Option, shall without any further action on the part of any holder of PMI Options, be exchanged for an option (each, a "Replacement Option") to purchase from Asanko the number of Asanko Common Shares equal to: (x) the Exchange Ratio multiplied by (y) the number of PMI Shares subject to such PMI Option immediately prior to the Effective Time, provided that if the foregoing would result in the issuance of a fraction of a Asanko Share on any particular exercise of Replacement Options, then the number of Asanko Shares otherwise issued shall be rounded down to the nearest whole number of Asanko Shares. Such Replacement Option shall provide for an exercise price per Asanko Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per PMI Share otherwise purchasable pursuant to such PMI Option; divided by (y) the Exchange Ratio, provided that the exercise price of each Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of the Replacement Option does not exceed the In the Money Amount of the original PMI Option immediately before the exchange. Except as provided in this Section 3.1(c), the term, exercisability and all other terms and conditions of the PMI Option in effect immediately prior to the Effective Time shall govern the Replacement Option for which the PMI Option is so exchanged; and (d) each outstanding PMI Warrant, shall without any further action on the part of any holder of a PMI Warrant, be exchanged for a warrant (each, a "Replacement Warrant") to purchase from Asanko the number of Asanko Common Shares equal to: (x) the Exchange Ratio multiplied by (y) the number of PMI Shares subject to such PMI Warrant immediately prior to the Effective Time, provided that if the foregoing would result in the issuance of a fraction of a Asanko Share on any particular exercise of Replacement Warrants, then the number of Asanko Shares otherwise issued shall be rounded down to the nearest whole number of Asanko Shares. Such Replacement Warrant shall provide for an exercise price per Asanko Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per PMI Share otherwise purchasable pursuant to such PMI Warrant; divided by (y) the Exchange Ratio. Except as provided in this Section 3.1(d), the term, exercisability and all other terms and conditions of the PMI Warrant in effect immediately prior to the Effective Time shall govern the Replacement Warrant for which the PMI Warrant is so exchanged. The transactions provided for in this Section 3.1 will be deemed to occur on the Effective Date and at the time specified notwithstanding that certain of the procedures related hereto are not completed until after the Effective Date. 3.2 Notwithstanding that the transactions or events set out in Section 3.1 may occur or be deemed to occur in the order therein set out without any further act or formality, each of PMI and Asanko agree to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required by it in order to further document or evidence any of the transactions or events set out in Section 3.1 including, without limitation, any resolution of directors authorizing the issue, transfer or purchase for cancellation of shares, any share transfer powers evidencing the transfer of shares, any receipt therefor and any necessary additions to or deletions from share registers.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur except as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Dateotherwise noted herein, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below occur, in the following order, without any further authorization, act or formality, in each case effective as at five minute intervals starting at formality required on the Effective Timepart of any person: (a) each Class A Share outstanding at Aurinia Warrant which is outstanding and has not been exercised immediately prior to the Effective Time, other than will be exchanged for a Class A Share held by Replacement Warrant to purchase from Isotechnika the number of Isotechnika Shares (rounded down to the nearest whole share) equal to the product of: (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and the Warrant Exchange Ratio multiplied by (ii) if applicablethe number of Aurinia Shares that such Aurinia Warrant is convertible into immediately prior to the Effective Time. Such Replacement Warrant will provide for an exercise price per Isotechnika Share (rounded down to the nearest whole cent) equal to the quotient of: (x) the exercise price per Aurinia Share, as the case may be, otherwise purchasable pursuant to such Aurinia Warrants immediately prior to the Effective Time; divided by (y) the Warrant Exchange Ratio. The terms and conditions of a Replacement Warrant including the term to expiry, conditions to and manner of exercising, shall be the same as the Aurinia Warrant for which it was exchanged. With respect to each Aurinia Warrant, the Purchaserholder thereof will cease to be the holder of such Aurinia Warrant, Acquisitionco or and will cease to have any rights as a holder and such holder’s name will be removed from the register of their affiliates Aurinia Warrants; (b) 1,342,197 Aurinia Shares shall be issued from treasury to ILJIN, which shares shall be issued as duly paid and non-assessable shares in the capital of Aurinia; (c) the one outstanding Class A common share of Aurinia shall be converted into 1,862,998 Aurinia Shares, which shares shall be issued from treasury to the holder of the Class A common share of Aurinia as duly paid and non-assessable shares in the capital of Aurinia; (d) All Aurinia Shares registered in the name of Isotechnika immediately before the Effective Time shall be transferred to, and registered in the name of, ILJIN; (e) 84,714,606 Isotechnika Shares shall be issued from treasury to ILJIN, which shares shall be issued as duly paid and non-assessable shares in the capital of Isotechnika; (f) each outstanding Aurinia Share shall be transferred without any further act or formality by the holder thereof to Isotechnika in exchange for 19.82974808 Isotechnika Shares, which shares which shares shall be issued from treasury to the holder of such Aurinia Share, if any, as duly paid and non-assessable shares in the capital of Isotechnika; and (g) the names of the holders of the Aurinia Shares shall not be exchanged under removed from the Arrangement but register of Aurinia Shares and Isotechnika shall remain outstanding be recorded as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), holder of all of the Aurinia Shares and shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofthereto.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A outstanding Domtar Common Share outstanding at the Effective Time, other than a Class A Share that is not held by (i) a Dissenting Holder holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not Rights will be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco Offerco in exchange for one fully paid and non-assessable Class B Common Share of Offerco (which Class B Common Shares shall, upon issuance, be listed and posted for trading on the Consideration for each Class A Share held; Toronto Stock Exchange (bthe “TSX”)) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names name of the Class A Shareholders whose Class A holder of such Domtar Common Shares were transferred to Acquisitionco shall will be removed from the applicable registers register of holders of Domtar Common Shares and added to the register of holders of Class A Shares, B Common Shares of Offerco and Acquisitionco shall Offerco will be recorded as the registered holder of the Class A Domtar Common Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; (b) following the exchange contemplated by section 2.2(a), each outstanding Class B Common Share of Offerco will be transferred to Newco Canada Exchangeco by the holder thereof in exchange for, at the holder’s election, (i) one fully paid and non-assessable share of Spinco Common Stock (each such Class B Common Share, a “Spinco Elected Share”), or (ii) one fully paid and non-assessable Exchangeable Share and the rights under the Voting and Exchange Trust Agreement (the “Ancillary Rights”) (each such Class B Common Share, an “Exchangeable Elected Share”); provided, however, that, notwithstanding the foregoing, a holder of Class B Common Shares will not be entitled to elect to receive Exchangeable Shares, and any such election otherwise made by any such holder in respect of any such Class B Common Shares shall be and be deemed to be an election to receive shares of Spinco Common Stock, if such holder is (i) a non-resident of Canada, (ii) a resident of Canada exempt from tax under the ITA, or (iii) a partnership of which all of the partners are non-residents of Canada and/or residents of Canada exempt from tax under the ITA; (c) upon the transfer of Class B Common Shares of Offerco by the holder thereof as set forth in section 2.2(b), the name of such holder will be removed from the register of holders of Class B Common Shares of Offerco and added to the register of holders of Spinco Common Stock or Exchangeable Shares, as the case may be, and Newco Canada Exchangeco will be recorded as the registered holder of such Class B Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (d) each outstanding Class B Common Share of Offerco in respect of which no election has been made by the holder thereof, or in respect of which an effective election has not been made (i) in the case of a holder of Class B Common Shares whose address as shown in the register of Class B Common Shares is in Canada will be deemed to be an Exchangeable Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to Newco Canada Exchangeco in exchange for one fully paid and non-assessable Exchangeable Share and the Ancillary Rights, and the name of each such holder of Class B Common Shares will be removed from the register of holders of Class B Common Shares of Offerco and added to the register of holders of Exchangeable Shares and (ii) in the case of a holder of Class B Common Shares whose address as shown in the register of Class B Common Shares of Offerco is not in Canada will be deemed to be a Spinco Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to Newco Canada Exchangeco in exchange for one fully paid and non-assessable share of Spinco Common Stock, and the name of each such holder of Class B Common Shares of Offerco will be removed from the register of holders of Class B Common Shares and added to the register of holders of shares of Spinco Common Stock and Newco Canada Exchangeco will be recorded as the registered holder of such Class B Common Shares of Offerco so exchanged and will be deemed to be the legal and beneficial owner thereof; (e) each Class B Common Share of Offerco held by Newco Canada Exchangeco following the exchanges contemplated by sections 2.2(b) and 2.2(d) shall be converted into one Class A Common Share of Offerco; (f) a holder of Class B Common Shares who is either a resident of Canada or a partnership at least one partner of which is a resident of Canada for the purposes of the ITA (other than any such holder or partner who is exempt from tax under the ITA), and who has elected to receive or receives Exchangeable Shares shall be entitled to make an income tax election pursuant to subsection 85(l) of the ITA or, if the holder is a partnership, subsection 85(2) of the ITA (and in each case, where applicable, the analogous provisions of provincial income tax law) with respect to the transfer of their Class B Common Shares to Newco Canada Exchangeco. Newco Canada Exchangeco will not be responsible for any taxes, interest or penalties resulting from the failure by a holder of Class B Common Shares of Offerco to properly complete or file the election forms in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation); (g) each outstanding award of restricted Domtar Common Shares (“Domtar Restricted Shares”) granted pursuant to the Domtar Restricted Stock Plan shall be exchanged for Class B Common Shares, in accordance with section 2.2(a), which in turn will be exchanged for restricted shares of Spinco Common Stock or restricted Exchangeable Shares in accordance with sections 2.2(b), 2.2(c) and 2.2(d), as applicable (“Replacement Restricted Shares”), and the Replacement Restricted Shares shall be subject to the same terms and conditions as were applicable to the Domtar Restricted Shares; (h) Spinco shall issue to and deposit with the Trustee one share of Special Voting Stock, in consideration of the payment to Spinco of U.S.$1.00, to be thereafter held by the Trustee for and on behalf of, and for the use and benefit of, the holders of Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement; (i) following the exchange of the Class B Common Shares of Offerco provided by sections 2.2(b) and 2.2(d), (A) each Domtar Option that has an exercise price equal to or less than the Average Spinco Distribution Price (whether vested or unvested) shall be exchanged, on the same terms and conditions as were applicable under such Domtar Option, for an option (a “Replacement Option”) to purchase that number of shares of Spinco Common Stock equal to the number of Domtar Common Shares subject to such Domtar Option and the exercise price per share shall be equal to the exercise price per share of such option immediately prior to the Effective Time, (B) each Domtar Option (other than any Domtar Option that has an exercise price equal to or less than the Average Spinco Distribution Price) (whether vested or unvested) shall be exchanged, on the same terms and conditions, except as set forth in this section 2.2(i)(i), as were applicable under such Domtar Option, for an option (an “Amended Replacement Option”) to purchase that number of shares of Spinco Common Stock (rounded down to the nearest whole number) determined in accordance with the principles set out in Appendix 3 hereto, and having an exercise price per share equal to the Average Spinco Distribution Price (rounded up to the nearest whole cent) (such exchange, the “Domtar Option Exchange”), (C) notwithstanding clauses (A) and (B), each outstanding “right” to be granted bonus Domtar Common Shares under the Domtar Executive Stock Option and Share Purchase Plan (other than those cancelled pursuant to clauses (D) and (E)) (each, an “Domtar Right”) shall be exchanged for a “right” with respect to the number of shares of Spinco Common Stock equal to the number of Domtar Common Shares subject to such Domtar Right (each, as so granted, a “Replacement Right”), (D) each Domtar Common Share pledged to secure a loan provided to a participant under a Domtar Stock Plan will be returned to Domtar for cancellation against set off and deemed repayment of that portion of the principal amount of the participant’s corresponding loan equal to the Average Spinco Distribution Price with the balance of the principal amount (and any accrued but unpaid interest) of each such loan, if any, being forgiven by Domtar and any Domtar Rights associated therewith cancelled and any rights thereunder extinguished, and (E) each forward purchase contract entered into between a participant and Domtar under the Domtar Executive Stock Option and Share Purchase Plan in connection with the exercise of a stock right under such Domtar Executive Stock Option and Share Purchase Plan shall be cancelled with any obligations of a participant thereunder together with any Domtar Rights associated therewith being released by Domtar; (ii) following the exchange of the Class B Common Shares provided by sections 2.2(b) and 2.2(d), each outstanding grant of deferred share units with respect to Domtar Common Shares (each, an “Domtar DSU”) shall be exchanged, on the same terms and conditions as were applicable under the Domtar DSU, for a deferred share unit with respect to the number of shares of Spinco Common Stock equal to the number of Domtar Common Shares subject to such Domtar DSU (each, as so granted, a “Replacement DSU”); (iii) following the exchange of the Class B Common Shares provided by sections 2.2(b) and 2.2(d), each outstanding grant of performance share units with respect to Domtar Common Shares (each, an “Domtar PSU”) shall be exchanged, on the same terms and conditions as were applicable under the Domtar PSU, for a performance share unit with respect to the number of shares of Spinco Common Stock equal to the number of Domtar Common Shares subject to such Domtar PSU (each, as so granted, a “Replacement PSU”); (iv) as soon as reasonably practicable after the Effective Time, Spinco shall deliver to the holders of Replacement Options, Amended Replacement Options, Replacement Rights, Replacement DSUs, Replacement PSUs and Replacement Restricted Shares appropriate notices setting forth such holders’ rights pursuant to the respective Domtar Stock Plans and the agreements evidencing the grants of such Replacement Options, Amended Replacement Options, Replacement Rights, Replacement DSUs, Replacement PSUs and Replacement Restricted Shares, and that such Replacement Options, Amended Replacement Options, Replacement Rights, Replacement DSUs, Replacement PSUs and Replacement Restricted Shares and agreements shall be granted by Spinco and shall continue in effect on the same terms and conditions (subject to the adjustments required by this section 2.2(i) after giving effect to the Transactions); (v) a holder of a Replacement Option or Amended Replacement Option may exercise such Replacement Option or Amended Replacement Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Spinco, together with the consideration therefore and any applicable Canadian or U.S. withholding tax information required in accordance with the related Domtar Stock Plan; and (j) all Domtar Preferred Shares that are not held by a holder who has exercised its Dissent Rights shall remain outstanding after the Effective Time.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur in the following sequence as set out below without any further authorization, act or formality, in each case effective as at five one minute intervals starting at the Effective Time: (a) all Sulliden Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all Liens) to Rio Alto; and i) such Dissenting Shareholders shall cease to be the holders of such Sulliden Shares and to have any rights as Sulliden Shareholders other than the right to be paid the fair value for such Sulliden Shares as set out in Article 4; ii) the name of each Class A such Dissenting Shareholders shall be removed as a Sulliden Shareholder from the registers of Sulliden Shareholders maintained on or on behalf of Sulliden; and iii) such Sulliden Shares so transferred to Rio shall thereupon be cancelled without payment; (b) all of the issued and outstanding Sulliden RSUs shall be deemed to have vested, and the amount necessary to satisfy the obligations of Sulliden shall allot and issue tounder each holder of the outstanding Sulliden RSUs such number of Sulliden Shares as are due to such holder under the terms of the Sulliden RSU Plan (less any(being for each such Sulliden RSU an amount equal to the Market Value of one Sulliden Share outstanding at the Effective Time) shall be settled by (a) the issuance by Rio Alto of 0.525 of a fully paid and non- assessable Rio Alto Share to the holder of such RSU and (b) a cash payment to the holder of such RSU equal to the difference between the Market Value of a Sulliden Share and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, other than a Class A Share held if any, (50% of such payment to come from and be paid by Rio Alto and 50% to be deducted from the Sulliden Cash Transfer and paid by Sulliden) (i) a Dissenting Holder who has validly exercised his, her or its Dissent Rightless any applicable amounts to be withheld pursuant to the Plan of Arrangement), and (ii) if applicablethereafter the Sulliden RSU Plan will terminate and none of the former holders of Sulliden RSUs, the Purchaser, Acquisitionco Parties or any of their affiliates respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden RSU Plan; (which Class A Sharec) all of the issued and outstanding Sulliden DSUs shall be deemed to have vested, and the resignation of each holder of Sulliden DSUs of his or her position with Sulliden and the appointment of their successors shall be effective, and the amount necessary to satisfy the obligations of Sulliden shall allot and issue tounder each holder of the outstanding Sulliden DSUs (being for each such number of Sulliden Shares as are due to settle the amount due to such holder under the terms of the Sulliden DSU Plan (less anySulliden DSU an amount equal to the Market Value of one Sulliden Share at the Effective Time) shall be settled by (a) the issuance by Rio Alto of 0.525 of a fully paid and non- assessable Rio Alto Share to the holder of such DSU and (b) a cash payment to the holder of such DSU equal to the difference between the Market Value of a Sulliden Share and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, if any, shall not (50% of such payment to come from and be exchanged under paid by Rio Alto and 50% to be deducted from the Arrangement but shall remain outstanding as a Class A Share held Sulliden Cash Transfer and paid by Sulliden) (less any applicable amounts to be withheld pursuant to the Purchaser, Acquisitionco or such affiliatePlan of Arrangement), and thereafter the Sulliden DSU Plan will terminate and none of the former holders of Sulliden DSUs, the Parties or any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden DSU Plan; (d) the authorized share capital of Sulliden will be amended by redesignating the Sulliden Shares as the Class B Shares and the articles of Sulliden shall be deemed to be amended accordingly, and each certificate representing Sulliden Shares shall, as and from the time such redesignation is effective, represent Class B Shares; (e) the authorized share capital of Sulliden will be amended by the creation of an unlimited number of Class A Shares, and the articles of Sulliden shall be deemed to be amended accordingly; (f) the SpinCo Option Plan will come into force; (g) the transactions contemplated by the SpinCo Conveyance Agreement shall become effective and pursuant thereto, Sulliden shall assign and transfer to SpinCo and SpinCo shall accept the SpinCo Assets and SpinCo Liabilities, and as consideration for the SpinCo Assets, SpinCo shall issue to Sulliden that number of fully-paid and non- assessable SpinCo Shares such that immediately after the foregoing issuance Sulliden shall hold in aggregate (together with the SpinCo Shares held immediately prior to the foregoing issuance) that number of SpinCo Shares that is equal to 0.0147 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time and after giving effect to the issuances in section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, all in accordance with the terms of the SpinCo Conveyance Agreement, and Sulliden shall be entered into the register of SpinCo Shares maintained by or on behalf of SpinCo; (h) Rio Alto will lend (the "Loan") to Sulliden an amount of cash equal to the Loan Amount by way of a non-interest bearing demand promissory note. If Rio Alto has so elected in accordance with Section 2.10(b) of the Arrangement Agreement, Sulliden will subscribe and pay for and Rio Alto shall issue to Sulliden that number of fully-paid and non- assessable Rio Alto Shares (the "Rio Alto Funding Shares") equal to $10,000,000 at the Rio Alto Share Price; (i) Sulliden will subscribe for and SpinCo shall issue to Sulliden that number of additional fully-paid and non-assessable SpinCo Shares that is equal to 0.0853 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time and after giving effect to the issuances in Section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, in consideration for payment from Sulliden to SpinCo (the "Sulliden Cash Transfer") of (i) cash subscription proceeds equal to $25,000,000 using funds from the Loan or (ii) $15,000,000 in cash using funds from the Loan and the transfer to SpinCo of all of the Rio Alto Funding Shares, in both instances subject to any applicable deduction to the cash amount in accordance with Section 2.3 (b) and (c); (j) Each Sulliden Option will be exchanged for a Sulliden Class A Option and one-tenth (0.1) of a SpinCo Option (and when aggregated with the other similar SpinCo Options of a holder of such options resulting in a fraction, they shall be rounded down to the nearest whole number of SpinCo Options). The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Sulliden Class A Option or a SpinCo Option, will be the same as the Sulliden Option for which it is exchanged and any document evidencing a Sulliden Option shall thereafter evidence and be deemed to evidence such Sulliden Class A Option or SpinCo Option, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Sulliden Class A Option or a SpinCo Option, as the case may be, will be increased such that the aggregate of the In-The-Money Amount of the Sulliden Class A Option and the In-The-MoneyAmount of the SpinCo Option immediately after the exchange does not exceed the In-The-Money Amount of the Sulliden Option immediately before the exchange. (k) Sulliden shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, and which reorganization shall occur in the following order: (i) each outstanding Class B Share will be exchanged with Sulliden free and clear of all Liens for one (1) Class A Share and one-tenth (0.1) of a SpinCo Share, and such Class B Share shall thereupon be cancelled, and: (A) the holders of such Class B Shares shall cease to be the holders thereof and to have any rights or privileges as holders of such Class B Shares; (B) such holders' names shall be removed from the register of the Class B Shares maintained by or on behalf of Sulliden; and (C) each Sulliden Shareholder shall be deemed to be the holder of the Class A Shares and SpinCo Shares (in each case, free and clear of any Liens) exchanged for the Class B Shares and shall be entered in the register of Sulliden or SpinCo, as the case may be, as the registered holder thereof; (ii) the stated capital of Sulliden for the outstanding Class A Shares will be an amount equal to the paid-up capital of Sulliden in respect of the Class B Shares, less the paid-up capital of Sulliden that is attributable to each Sulliden Share held by Dissenting Shareholders and described in paragraph 2.3(a) hereof, and less the Fair Market Valuefair market value of the SpinCo Shares distributed on such exchange; (l) each outstanding Class A Share (other than Class A Shares held by Rio Alto or any affiliate thereof) will, without further act or formality by or on behalf of a holder of Class A Shares, be irrevocably assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco Rio Alto (free and clear of all Liens) in accordance with Article 3; exchange for 0.525 of a Rio Alto Share for each Class A Share held, and (ci) the names holders of the Class A Shareholders whose such Class A Shares were transferred shall cease to Acquisitionco shall be removed from the applicable registers of holders thereof and to have any rights as holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the such Class A Shares so transferred and shall be deemed other than the legal and beneficial owner thereof.right to receive 0.525 of a Rio Alto Share per Class A Share in accordance with this Plan of Arrangement;

Arrangement. (1) Prior to On the Effective Date, commencing at the Effective Time, the following steps will occur as events set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following this Section 2.03 shall occur and shall be deemed to occur as consecutively in the order set out below in this Section 2.03 without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (ai) each Class A Share outstanding at the Fund Indenture shall be amended to the extent necessary to facilitate the Arrangement and the implementation of the steps and transactions described herein or otherwise contemplated in the Arrangement Agreement, all as may be reflected in a further amended and restated trust indenture to be dated as of the Effective TimeDate; (ii) The Fund shall declare a distribution and pay such distribution, as soon as practicable on or after the Effective Date, to each Fund Unitholder (including IRE), equal to $0.00274 per Fund Unit multiplied by the number of days from March 1, 2010 to the Effective Date inclusively (the “Final Fund Distribution”); (iii) The Fund Units held by Fund Unitholders, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised hisand excluding IRE, her or its Dissent Rightshall be transferred, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and have been transferred by the holder thereof to Acquisitionco IRE and, in exchange for such Fund Units, IRE Shares shall be issued by IRE to Fund Unitholders on the Consideration for each Class A Share heldbasis of the Exchange Ratio; (biv) each Class A Share in respect of which a Class A Shareholder has validly exercised histhe IRE Shares held by Dissenting IRE Shareholders shall be, her or its Dissent Right and shall be directly assigned deemed to be, cancelled and transferred the Dissenting IRE Shareholders shall cease to have any rights as IRE Shareholders other than the right to be paid by IRE, in accordance with Section 3.01, an amount equal to the fair value of the IRE Shares held by such Dissenting Holder IRE Shareholder immediately prior to Acquisitionco (free and clear of all Liens) in accordance with Article 3the Effective Time; and (cv) the names Effective within 30 days of the Class A Shareholders whose Class A Effective Date, the stated capital of the IRE Shares were transferred to Acquisitionco shall be removed from reduced by the applicable registers directors of IRE, without further formality or approval, and without any payment to the holders of Class A IRE Shares, by $● [AMOUNT TO BE DETERMINED IN ACCORDANCE WITH SECTION 2.10 OF THE ARRANGEMENT AGREEMENT] and Acquisitionco the amount of such reduction shall be recorded as added to the registered holder contributed surplus of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofIRE.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective 3.1 Commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events set out below shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective formality except as at five minute intervals starting otherwise provided herein: (a) all Storm Options outstanding at the Effective Time shall be cancelled without payment of any consideration; (b) the Storm Shares held by Dissenting Shareholders, which Storm Shares remain issued and outstanding immediately prior to the Effective Time shall, as of the Effective Time, be deemed to have been transferred to Storm and cancelled as of the Effective Time, and such Dissenting Shareholders shall cease to have any rights as holders of Storm Shares, other than the right to be paid the fair value of their Storm Shares in accordance with the Dissent Rights; (c) the transactions contemplated by the SPP Dissolution Agreement shall become effective and pursuant thereto, SPP shall transfer to Storm and Storm Sub an undivided proportionate interest in each of the assets of SPP in accordance with Storm and Storm Sub’s respective proportionate interest in SPP all in accordance with the terms and conditions of the SPP Dissolution Agreement; (d) the aggregate stated capital of the class of shares in the capital of Storm Sub held by Storm shall be reduced to $1.00 without the repayment of any capital; (e) Storm Sub shall be dissolved and shall thereafter cease to exist; (f) ARC shall issue to ARC Resources from treasury such number of ARC Trust Units as are required by ARC Resources to be delivered to holders of Storm Shares and/or Storm New Common Shares pursuant to Section 3.1(g), (k) and (l) in exchange for an unsecured subordinated promissory note of ARC Resources in the principal amount equal to the fair market value of such ARC Trust Units so issued; (g) Non-Resident Shareholders shall transfer to ARC Resources their Storm Shares in exchange for: (i) 0.5700 of an ARC Trust Unit; (ii) a right to one (1) ExploreCo Note; (iii) a right to one (1) Warrant Note; and (iv) in the event the Surmont/▇▇▇▇▇▇▇▇ Transaction closes prior to the Effective Time, a right to cash in the amount of [$·], for each Storm Share so transferred; (h) Storm shall reorganize its business and its capital and as part such reorganization: (i) Storm’s articles of incorporation shall be amended to create Storm New Common Shares as an authorized class of shares in the capital of Storm; (ii) each issued and outstanding Storm Share shall be exchanged for: (A) one (1) Storm New Common Share; (B) one (1) ExploreCo Note; (C) one (1) Warrant Note; and (D) in the event the Surmont/▇▇▇▇▇▇▇▇ Transaction closes prior to the Effective Time, cash in the amount of [$·]; and (iii) both classes of shares in the capital of Storm comprising the Storm Shares shall be cancelled as an authorized class of shares in the capital of Storm; (i) ARC Resources shall satisfy the consideration payable by ARC Resources to Non-Resident Shareholders in Section 3.1(g)(ii), (iii) and (iv) by the transfer to such former Non-Resident Shareholders of the consideration received by ARC Resources from Storm described in Section 3.1(h)(ii)(B), (C) and (D) in the proportions set out in Section 3.1(g); (j) the holders of Warrant Notes shall assign and transfer to ExploreCo their Warrant Notes in consideration of ExploreCo issuing to such holders 0.4 of an ExploreCo Warrant for every three (3) Warrant Notes so transferred; (k) subject to Section 3.2, each Storm New Common Share, other than Storm New Common Shares held by Tax-Exempt Shareholders and ARC Resources, shall be transferred to ARC Resources in accordance with the election or deemed election of the former holder of such Storm Shares in exchange for: (i) 0.5700 of an ARC Trust Unit; or (ii) [·] of an ARC Exchangeable Share, together with the Ancillary Rights; (l) subject to Section 3.2 and contemporaneous with the transaction described in Section 3.1(k), each Storm New Common Share held by Tax-Exempt Shareholders will be transferred to ARC Resources in exchange for 0.5700 of an ARC Trust Unit; (m) the transactions contemplated by the Conveyance Agreement shall become effective and pursuant thereto Storm shall assign and transfer to ExploreCo the ExploreCo Assets in consideration of: (i) ExploreCo issuing to Storm such number of ExploreCo Shares equal to the sum of the quotient obtained by dividing the number of issued and outstanding Storm Shares exchanged for Storm New Common Shares in Section 3.1(h) by 3 plus, in the event the Surmont/▇▇▇▇▇▇▇▇ Transaction closes prior to the Effective Time, the quotient obtained by dividing $966,667 by the principal amount of an ExploreCo Note; and (ii) ExploreCo transferring to Storm the Warrant Notes acquired by ExploreCo in Section 3.1(j), all in accordance with terms and conditions of the Conveyance Agreement; (n) holders of ExploreCo Notes shall assign and transfer to Storm their ExploreCo Notes in consideration of Storm transferring to each such holder 1/3 of an ExploreCo Share for each ExploreCo Note so transferred; (o) the one (1) ExploreCo Share held by Storm that was issued to Storm on the incorporation of ExploreCo shall be cancelled for no consideration; and (p) Storm shall be continued into Alberta in accordance with the CBCA and ABCA. 3.2 Subject to Section 3.3, with respect to the election required to be made by a former holder of Storm Shares pursuant to Section 3.1(k) of this Plan of Arrangement: (a) each Class A Share outstanding at of such holders of Storm Shares shall make such election by depositing with the Effective TimeDepositary, other than prior to the Election Deadline, a Class A Share held by duly completed Letter of Transmittal indicating such holder’s election, together with certificates representing such holder’s Storm Shares; and (ib) a Dissenting Holder any former holder of Storm Shares who has validly exercised his, her or its Dissent Right, and fails to comply with the requirements of Section 3.2 (iia) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to have elected to have exchanged the Storm Shares in accordance with the election set forth in Section 3.1(k)(i) hereof. 3.3 A holder who: (i) has exchanged Storm New Common Shares under the Arrangement; (ii) is not a Non-Resident; (iii) is not a Tax-Exempt Shareholder; and (iv) has received Exchangeable Shares in whole or in part under the exchange; shall be assigned entitled to make an income tax election, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and transferred the analogous provisions of provincial income tax law) with respect to the sale by the holder thereof of such holder’s Storm New Common Shares to Acquisitionco in exchange ARC Resources by providing two signed copies of the necessary election forms to ARC Resources within 120 days following the Effective Date, duly completed with the details of the number of shares transferred and the applicable agreed amounts for the Consideration for each Class A Share held; (b) each Class A Share in respect purposes of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) elections in accordance with Article 3; and the restrictions set out in subsections 85(1) and (c2) the names of the Class A Shareholders whose Class A Tax Act, as applicable. Thereafter, the election forms will be signed by ARC Resources and returned to such former holders of Storm Shares were transferred within 60 days after the receipt thereof by ARC Resources for filing with the Canada Revenue Agency (or the applicable provincial taxing authority). ARC Resources will not be responsible for the proper completion of any election form and, except for the obligation of ARC Resources to Acquisitionco shall so sign and return election forms which are received by ARC Resources within 120 days of the Effective Date, ARC Resources will not be removed responsible for any taxes, interest or penalties resulting from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered failure by a former holder of Storm Shares to properly complete or file the Class A Shares so transferred election forms in the form and shall be deemed manner and within the legal time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, ARC Resources may choose to sign and beneficial owner thereofreturn an election form received by it more than 120 days following the Effective Date, but ARC Resources will have no obligation to do so.

Arrangement. (1) Prior to Commencing at the Effective Time, Time the following steps transactions will occur as set out belowand be deemed to occur in the following sequence without further act or formality: (a) Effective at 11:00 p.m. on Each LVL Common Share in respect of which a registered LVL Shareholder has exercised Dissent Rights and for which the day prior registered LVL Shareholder is ultimately entitled to be paid fair value (each a “Dissent Share”) shall be repurchased by LVL for cancellation in consideration for a debt-claim against LVL to be paid the Effective Date, the sale fair value of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur such Dissent Share in accordance with Article 5 of this Plan of Arrangement and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.such Dissent Share shall thereupon be cancelled; (b) Immediately prior LVL shall transfer approximately $25,000 in cash to each LVL Subsidiary; (c) The authorized share structure of LVL will be reorganized and altered by: (i) renaming and redesignating all of the Effective Timeissued and unissued Common Shares as “Class A common shares without par value” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the Company shall cancel each Company Option, DSU “LVL Class A Shares”; and (ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and RSU that is outstanding special rights and restrictions identical to those of the Common Shares immediately prior to the Effective Time, whether vested or unvested, being the “New Common Shares”; (d) The Company’s Notice of Articles shall be amended to reflect the alterations in Section 2.1(d); (e) Each issued and in exchange for outstanding LVL Class A Share outstanding on the Distribution Record Date (as defined below) shall be exchanged for: (i) one New Common Share; (ii) (a) such cancellation will pay number of Kobe Common Shares as is equal to the product of the Exchange Ratio and the LVL Common Shares held at the Record Date; and (b) such number of GMR Common Shares as is equal to the product of the Exchange Ratio and the LVL Common Shares held at the Record Date; (f) The holders thereof of the amounts LVL Class A Shares will be removed from the central securities register of LVL as the holders of such and will be added to the central securities register of LVL as the holders of the number of New Common Shares that they have received on the exchange set forth in this Section 2.1(f), and the acknowledgments Kobe Common Shares and releases executed the GMR Common Shares transferred to the then holders of the LVL Class A Shares will be registered in the name of the former holders of the LVL Class A Shares and the Company will provide Kobe and GMR and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Kobe and GMR, respectively; (g) all of the issued LVL Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of LVL, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act of the New Common Shares will be equal to that of the LVL Common Shares immediately prior to the Effective Time less the fair market value of the Kobe Common Shares and GMR Common Shares distributed pursuant to Section 2.1(f) of the Plan of Arrangement; (h) the Notice of Articles of the Company shall be amended to reflect the alterations in Section 2.1(f) and Section 2.1(g). (i) LVL shall distribute to each LVL Warrantholder the number of Kobe Warrants and GMR Warrants equal to the product of the number of LVL Warrants held and the Exchange Ratio (the “Warrant Distribution”), provided that: (i) each Kobe Warrant shall entitle the holder thereof to purchase from Kobe one Kobe Common Share for every LVL Common Share that could be purchased under the LVL Warrant held by such holdersLVL Warrantholder and that each Kobe Warrant will have an exercise price per Kobe Common Share (rounded up to the nearest whole cent) equal to the exercise price of each such LVL Warrant and the same expiry date as the expiry date of such LVL Warrant; (ii) each GMR Warrant shall entitle the holder thereof to purchase from GMR one GMR Common Share for every LVL Common Share that could be purchased under the LVL Warrant held by such LVL Warrantholder and that each GMR Warrant will have an exercise price per GMR Common Share (rounded up to the nearest whole cent) equal to the exercise price of each such LVL Warrant and the same expiry date as the expiry date of such LVL Warrant; (j) LVL shall distribute to each LVL Option Holder the number of Kobe Options and GMR Options equal to the product of the number of LVL Options held and the Exchange Ratio (the “Option Distribution”), provided that: (i) each Kobe Option shall entitle the holder thereof to purchase from Kobe one Kobe Common Share for every LVL Common Share that could be purchased under the LVL Option held by such LVL Warrantholder and that each Kobe Option will have an exercise price per Kobe Common Share (rounded up to the nearest whole cent) equal to the exercise price of each such LVL Option and the same expiry date as the expiry date of such LVL Option; (ii) each GMR Option shall entitle the holder thereof to purchase from GMR one GMR Common Share for every LVL Common Share that could be purchased under the LVL Option held by such LVL Option Holder and that each GMR Option will have an exercise price per GMR Common Share (rounded up to the nearest whole cent) equal to the exercise price of each such LVL Option and the same expiry date as the expiry date of such LVL Option; and (ck) Immediately prior to the Effective Time, each All securities of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and LVL Subsidiaries held by LVL shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange cancelled for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofno consideration.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as events set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following this Section 2.3 shall occur and shall be deemed to occur as consecutively in the order and at the times set out below in this Section 2.3 without any further authorization, act or formality, formality (subject to the order of Sections 2.3(b) and 2.3(c) being reversed if so requested by Parent in each case effective as at five minute intervals starting at the Effective Time:notice referred to in Section 2.3(a) below): (a) each Class A If Parent has provided written notice to Hummingbird of Parent’s request for the Loan Alternative at least ten business days prior to the Effective Time and such notice sets out the Loan Amount, the Share outstanding Loan Amount and the Option Loan Amount, then effective at the Effective Time, other than a Class A Share held by (i) if the Share Loan Amount is not $0, Hummingbird shall cause Lender Sub to loan an amount equal to the Share Loan Amount to Acquisition Sub, and Acquisition Sub shall deliver to Lender Sub a Dissenting Holder who has validly exercised hisduly issued and executed promissory note (the “Lender Sub Share Note”) in the form attached as Appendix A hereto to evidence such loan and the full amount of such loan shall be immediately deposited with the Depositary to be held in a segregated account by the Depositary for the exclusive purpose of paying a portion of the aggregate Purchase Price for the Hummingbird Shares, her or its Dissent Right(ii) Hummingbird shall cause Lender Sub to loan an amount equal to the Option Loan Amount to Hummingbird, and Hummingbird shall deliver to Lender Sub a duly issued and executed promissory note (the “Lender Sub Option Note”) in the form attached as Appendix A hereto to evidence such loan and the full amount of such loan shall be immediately deposited with the Depositary to be held in a segregated account by the Depositary for the exclusive purpose of making the payments contemplated by Section 2.3(b)(i), and (iiiii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share Maximum Cash Amount held by the PurchaserDepositary shall cease to be held in escrow and shall be held in a segregated account by the Depositary for the exclusive purpose of paying a portion of the aggregate Purchase Price for the Hummingbird Shares. If Parent has not provided written notice to Hummingbird of Parent’s request for the Loan Alternative but Parent provides written notice to Hummingbird at least ten business days prior to the Effective Time that it wishes Acquisition Sub to fund Hummingbird to enable Hummingbird to make the payments contemplated by Section 2.3(b)(i), Acquisitionco or then effective at the Effective Time, Acquisition Sub shall loan an amount equal to the Option Loan Amount to Hummingbird, and Hummingbird shall deliver to Acquisition Sub a duly issued and executed promissory note (the “Acquisition Sub Option Note”) in the form attached as Appendix A hereto to evidence such affiliateloan and the full amount of such loan shall be immediately deposited with the Depositary to be held in a segregated account by the Depositary for the exclusive purpose of making the payments contemplated by Section 2.3(b)(i). (b) Effective at one minute after the Effective Time (or, if specified in the notice referred to in Section 2.3(a) above, effective at two minutes after the Effective Time) each Hummingbird Option, notwithstanding any contingent vesting provisions to which it might otherwise have been subject, shall be deemed to be assigned conditionally vested and exercisable only as part of the Arrangement and: (i) each Hummingbird Option shall be transferred by the holder Optionholder to Hummingbird in exchange for a cash payment from or on behalf of Hummingbird equal to the amount (if any) by which the Purchase Price exceeds the product of (x) the exercise price thereof (in Canadian dollars) multiplied by (y) the Exchange Factor, which amount shall be paid from the funds deposited with the Depositary under Section 2.3(a); (ii) each Hummingbird Option shall immediately be cancelled and all option agreements related thereto shall be terminated and the Optionholders shall thereafter have only the right to Acquisitionco receive the consideration to which they are entitled pursuant to this Section 2.3(b) at the time and in the manner specified in Article 4; and (iii) the Hummingbird Stock Option Plan shall be terminated and none of Hummingbird or any of its affiliates shall have any liabilities or obligations with respect to such plan except pursuant to this Section 2.3(b). (c) Effective at two minutes after the Effective Time (or, if specified in the notice referred to in Section 2.3(a) above, effective at one minute after the Effective Time), each Hummingbird Share outstanding immediately prior to the Effective Time shall be transferred to Acquisition Sub in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of Purchase Price from Acquisition Sub, which a Class A Shareholder has validly exercised his, her or its Dissent Right amount shall be directly assigned paid from the funds deposited with the Depositary under Sections 2.3(a)(i) and transferred by such Dissenting Holder to Acquisitionco (free iii), and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A holders of such Hummingbird Shares were transferred to Acquisitionco Acquisition Sub shall be removed from the applicable registers of holders of Class A SharesShareholders, and Acquisitionco Acquisition Sub shall be recorded as the registered holder of the Class A Hummingbird Shares so transferred acquired and shall be deemed the legal and beneficial owner thereof; subject to the right of Dissenting Holders to be paid the fair value of the Hummingbird Shares held prior to the Effective Time by such Dissenting Holders in accordance with Section 3.1. (d) Effective at three minutes after the Effective Time, all directors of Hummingbird shall cease to be directors and the following persons shall become the directors of Hummingbird (the “New Directors”): ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇.

Arrangement. (1) Prior Subject to the Effective Timeprovisions of Article 4, the following steps will occur as set out below: (a) Effective commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events set out below shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at formality notwithstanding that certain procedures related thereto may not be completed until after the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share JKR Shares held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall Shareholders will be deemed to have been transferred back to JKR and the Dissenting Shareholders will cease to have any rights as JKR Shareholders other than the right to be assigned and transferred by the holder thereof to Acquisitionco paid fair value for their JKR Shares in exchange for the Consideration for each Class A Share heldaccordance with Article 4; (b) each Class A registered holder of JKR Shares, with the exception of Dissenting Shareholders, will be deemed to exchange all of their JKR Shares for GSV Shares on the basis of one GSV Share in for each one JKR Share held at the Effective Time; (c) with respect to the JKR Shares exchanged pursuant to Section 3.1(b) (other than JKR Shares held by GSV and the Dissenting Shares): (i) the holders of which a Class A Shareholder has validly exercised his, her or its Dissent Right such JKR Shares shall cease to be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear JKR Shareholders as of all Liens) in accordance with Article 3the Effective Time; and (cii) GSV shall become the names sole JKR Shareholder as at the Effective Time; (d) each outstanding JKR Agent Warrant will be exchanged for a GSV Agent Warrant to purchase that number of GSV Shares equal to the number of JKR Shares issuable under the JKR Agent Warrant at a price equal to the exercise price under the JKR Agent Warrant and each JKR Agent Warrant shall thereafter be cancelled and cease to be outstanding. Save and except as agreed to by GSV and the holders of JKR Agent Warrants, the term to expiry, conditions to and manner of exercising, the status under applicable laws, and all other terms and conditions of the Class A Shareholders whose Class A Shares were transferred GSV Agent Warrants issued pursuant to Acquisitionco this Section 3.1(d) will otherwise by unchanged from those contained in or otherwise applicable to the related JKR Agent Warrants; (e) each outstanding JKR Special Warrant will be exchanged for a GSV Special Warrant to acquire, without payment of any additional consideration, that number of GSV SW Units equal to the number of JKR SW Units issuable under the JKR Special Warrant and each JKR Special Warrant shall thereafter be removed cancelled and cease to be outstanding. Save and except as agreed to by GSV and the holders of JKR Special Warrants, the expiry date, conditions to and manner of deemed exercise of, the status under applicable laws, and all other terms and conditions of the GSV Special Warrants issued pursuant to this Section 3.1(e) including the GSV Penalty Provision will otherwise by unchanged from those contained in or otherwise applicable to the related JKR Special Warrants; (f) each GSV Special Warrant issued to the holders of JKR Special Warrants in exchange for their JKR Special Warrants pursuant to section 3.1(e) shall, subject to the GSV Penalty Provision, be deemed to be exercised as of the Effective Time into one GSV SW Unit, each GSV SW Unit consisting of one GSV Share and one GSV SW Warrant; (g) each GSV SW Warrant will entitle the holder thereof to purchase one GSV Share at a price of $1.00 for a period of two years from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof.Effective Date; and

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A outstanding Domtar Common Share outstanding at the Effective Time, other than a Class A Share that is not held by (i) a Dissenting Holder holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Rights shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco Newco Canada Exchangeco in exchange for one fully paid and non-assessable Class B Common Share of Newco Canada Exchangeco (which Class B Common Shares shall, upon issuance, be listed and posted for trading on the Consideration for each Class A Share held; Toronto Stock Exchange (bthe “TSX”)) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names name of the Class A Shareholders whose Class A holder of such Domtar Common Shares were transferred to Acquisitionco shall will be removed from the applicable registers register of holders of Domtar Common Shares and added to the register of holders of Class A Shares, B Common Shares of Newco Canada Exchangeco and Acquisitionco shall Newco Canada Exchangeco will be recorded as the registered holder of the Class A Domtar Common Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof.; (b) following the exchange contemplated by section ‎2.2(a), each outstanding Class B Common Share will be transferred by the holder thereof, at the holder’s election, (i) to Newco Canada in exchange for one fully paid and non-assessable share of Spinco Common Stock (each such Class B Common Share, a “Spinco Elected Share”), or (ii) to Newco Canada Exchangeco in exchange for one fully paid and non-assessable Exchangeable Share and the rights under the Voting and Exchange Trust Agreement (the “Ancillary Rights”) (each such Class B Common Share, an “Exchangeable Elected Share”); provided, however, that, notwithstanding the foregoing, a holder of Class B Common Shares will not be entitled to elect to receive Exchangeable Shares, and any such election otherwise made by any such holder in respect of any such Class B Common Shares shall be and be deemed to be an election to receive shares of Spinco Common Stock, if such holder is (i) a non-resident of Canada, (ii) a resident of Canada exempt from tax under the ITA, or (iii) a partnership of which all of the partners are non-residents of Canada and/or residents of Canada exempt from tax under the ITA; (c) upon the transfer of Class B Common Shares by the holder thereof as set forth in section ‎2.2(b), the name of such holder will be removed from the register of holders of Class B Common Shares and added to the register of holders of Spinco Common Stock or Exchangeable Shares, as the case may be, and (i) in the case of the Spinco Elected Shares, Newco Canada will be recorded as the registered holder of such Class B Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof, and (ii) in the case of the Exchangeable Elected Shares, the Class B Common Shares transferred to Newco Canada Exchangeco will be cancelled by Newco Canada Exchangeco; (d) each outstanding Class B Common Share in respect of which no election has been made by the holder thereof, or in respect of which an effective election has not been made (i) in the case of a holder of Class B Common Shares whose address as shown in the register of Class B Common Shares is in Canada will be deemed to be an Exchangeable Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to Newco Canada Exchangeco in exchange for one fully paid and non-assessable Exchangeable Share and the Ancillary Rights, and the name of each such holder of Class B Common Shares will be removed from the register of holders of Class B Common Shares and added to the register of holders of Exchangeable Shares and such Class B Common Shares so exchanged will be cancelled, and (ii) in the case of a holder of Class B Common Shares whose address as shown in the register of Class B Common Shares is not in Canada will be deemed to be a Spinco Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to Newco Canada in exchange for one fully paid and non-assessable share of Spinco Common Stock, and the name of each such holder of Class B Common Shares will be removed from the register of holders of Class B Common Shares and added to the register of holders of shares of Spinco Common Stock and Newco Canada, will be recorded as the registered holder of such Class B Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (e) each Class B Common Share held by Newco Canada following the exchanges contemplated by sections ‎2.2(b) and ‎2.2(d) shall be converted into one Class A Common Share; (f) Spinco shall issue, after the Distribution but prior to the Effective Time, a number of shares of Spinco Common Stock equal to the number of Spinco Elected Shares and shall transfer such shares to Newco, which, in turn, will transfer such shares to Newco Holding, which, in turn, will transfer such shares to Newco Canada which, in turn, will transfer such shares to holders of Spinco Elected Shares, and the Spinco Elected Shares shall be transferred to Newco Canada; (g) a holder of Class B Common Shares who is either a resident of Canada or a partnership at least one partner of which is a resident of Canada for the purposes of the ITA (other than any such holder or partner who is exempt from tax under the ITA), and who has elected to receive or receives Exchangeable Shares shall be entitled to make an income tax election pursuant to subsection 85(l) of the ITA or, if the holder is a partnership, subsection 85(2) of the ITA (and in each case, where applicable, the analogous provisions of provincial income tax law) with respect to the transfer of their Class B Common Shares to Newco Canada Exchangeco. Newco Canada Exchangeco will not be responsible for any taxes, interest or penalties resulting from the failure by a holder of Class B Common Shares to properly complete or file the election forms in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation); (h) each outstanding award of restricted Domtar Common Shares (“Domtar Restricted Shares”) granted pursuant to the Domtar Restricted Stock Plan shall be exchanged for Class B Common Shares, in accordance with section ‎2.2(a), which in turn will be exchanged for restricted shares of Spinco Common Stock or restricted Exchangeable Shares in accordance with sections ‎2.2(b), ‎2.2(c) and ‎2.2(d), as applicable (“Replacement Restricted Shares”), and the Replacement Restricted Shares shall be subject to the same terms and conditions as were applicable to the Domtar Restricted Shares; (i) Spinco shall issue to and deposit with the Trustee one share of Special Voting Stock, in consideration of the payment to Spinco of U.S.$1.00, to be thereafter held by the Trustee for and on behalf of, and for the use and benefit of, the holders of Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement; (j) (i) following the exchange of the Class B Common Shares provided by sections ‎2.2(b) and ‎2.2(d), (A) each Domtar Option granted after January 1, 2006 (whether vested or unvested) shall be exchanged, on the same terms and conditions as were applicable under such Domtar Option, for an option (a “Replacement Option”) to purchase that number of shares of Spinco Common Stock equal to the number of Domtar Common Shares subject to such Domtar Option and the exercise price per share shall be equal to the exercise price per share of such option immediately prior to the Effective Time, (B) each Domtar Option (other than any Domtar Option granted after January 1, 2006) (whether vested or unvested) shall be exchanged, on the same terms and conditions, except as set forth in this section ‎2.2(j)(i), as were applicable under such Domtar Option, for an option (an “Amended Replacement Option”) to purchase that number of shares of Spinco Common Stock (rounded down to the nearest whole number) determined in accordance with the principles set out in Appendix 2 hereto, and having an exercise price per share equal to the Average Spinco Distribution Price (rounded up to the nearest whole cent) (such exchange, the “Domtar Option Exchange”), (C) notwithstanding clauses (A) and (B), each outstanding “right” to be granted bonus Domtar Common Shares under the Domtar Executive Stock Option and Share Purchase Plan (other than those cancelled pursuant to clauses (D) and (E)) (each, an “Domtar Right”) shall be exchanged for a “right” with respect to the number of shares of Spinco Common Stock equal to the number of Domtar Common Shares subject to such Domtar Right (each, as so granted, a “Replacement Right”), (D) each Domtar Common Share pledged to secure a loan provided to a participant under a Domtar Stock Plan will be returned to Domtar for cancellation against set off and deemed repayment of that portion of the principal amount of the participant’s corresponding loan equal to the Average Spinco Distribution Price with the balance of the principal amount (and any accrued but unpaid interest) of each such loan, if any, being forgiven by Domtar and any Domtar Rights associated therewith cancelled and any rights thereunder extinguished, and (E) each forward purchase contract entered into between a participant and Domtar under the Domtar Executive Stock Option and Share Purchase Plan in connection with the exercise of a stock right under such Domtar Executive Stock Option and Share Purchase Plan shall be cancelled with any obligations of a participant thereunder together with any Domtar Rights associated therewith being released by Domtar;

Arrangement. (13.1 The Arrangement a) Prior to At the Effective Time, the following steps will occur as set out below: (ai) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale all of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with Options and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. Warrants granted and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, Time will be cancelled (including Dissenting Options and in exchange for such cancellation will pay Dissenting Warrants subject to the holders thereof right of Dissenting Optionholders and Dissenting Warrantholders to be paid fair market value for the amounts set forth in Dissenting Warrants and Dissenting Options); ii) the acknowledgments and releases executed by such holders; andStock Option Plan will be cancelled; (cb) Immediately after the steps in Section 3.1(a) occur: i) all Common Shares outstanding immediately prior to the Effective Time, each of the Denco Trust Time (including Dissenting Shares and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution any Common Shares issued pursuant to the Company; (2) At exercise of any Option or Warrant duly exercised prior to the Effective Time in accordance with the following shall occur provisions of the Stock Option Plan and shall be deemed to occur as set out below without the option agreement evidencing any further authorization, act or formality, in each case effective as at five minute intervals starting at such Option and the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or warrant certificate evidencing any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliateWarrant), shall will be and be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder Common Shareholders to Acquisitionco (free and clear of all any Liens) in accordance exchange for a cash payment equal to (A) the Purchase Price for each Common Share other than Dissenting Shares, (B) the fair value as set out in Section 4.1(a) for each Dissenting Share to which Section 4.1(a) applies, and (C) in respect of any Common Shareholder who exercises Dissent Rights and who is ultimately not entitled to be paid fair value for the Common Shares in respect of which they have exercised Dissent Rights, the Purchase Price for each such Common Share; and ii) with Article 3respect to each Common Share: (A) the holder thereof will cease to be the holder of such Common Share; (B) the holder's name will be removed from the central securities register with respect to such Common Shares; and (cC) the names of the Class A Shareholders whose Class A Shares were transferred legal and beneficial title to such Common Share will vest in Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall will be recorded as the registered holder of the Class A Shares so transferred and shall be deemed to be the transferee and legal and beneficial owner thereofof all Common Shares (free and clear of any Liens) and will be entered in the central securities register as the sole holder thereof and the Ruiner holder and beneficial owner of such Common Share will cease to have any rights as a shareholder in respect of such Common Share.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Parent Elected Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not will be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco Parent in exchange for the Consideration for each Class A Share heldnumber of shares of Parent Common Stock equal to the ACI Exchange Ratio, and such transfer shall be reflected in the register of holders of ACI Common Shares and to the register of holders of Parent Common Stock accordingly; (b) each Class A Exchangeable Elected Share will be transferred by the holder thereof to ExchangeCo in respect exchange for the number of which a Class A Shareholder has validly exercised hisExchangeable Shares equal to the ACI Exchange Ratio, her or its Dissent Right and such transfer shall be directly assigned reflected in the register of holders of ACI Common Shares and transferred to the register of holders of Exchangeable Shares accordingly; (c) each ACI Stock Option shall be exchanged with Parent for an option (a "PARENT OPTION") to purchase a number of shares of Parent Common Stock equal to the product of the ACI Exchange Ratio multiplied by the number of ACI Common Shares subject to such Dissenting Holder ACI Stock Option. Such Parent Option shall provide for an exercise price per share of Parent Common Stock equal to Acquisitionco the exercise price per share of such ACI Stock Option immediately prior to the Effective Time divided by the ACI Exchange Ratio. If the foregoing calculation results in a Parent Option of a particular holder being exercisable for a total number of shares of Parent Common Stock that includes a fraction of a share of Parent Common Stock, then the total number of shares of Parent Common Stock subject to such Parent Option shall be rounded to the nearest whole number of Parent Common Stock and the total exercise price for the Parent Option will be appropriately adjusted by the exercise price of the fractional share of Parent Common Stock. The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Parent Option will otherwise be unchanged, and any document or agreement previously evidencing an ACI Stock Option shall thereafter evidence and be deemed to evidence such Parent Option; (free d) At the Effective Time, each right of any kind, contingent or accrued, to receive ACI Common Shares or benefits measured by the value of a number of ACI Common Shares, and clear each award of all Liensany kind consisting of ACI Common Shares, granted under the employee and director stock plans of ACI (the "ACI STOCK PLANS") (including restricted stock, restricted stock units, deferred stock units and dividend equivalents), other than ACI Stock Options (each, an "ACI SHARE-BASED AWARD"), whether vested or unvested, which is outstanding immediately prior to the Effective Time shall cease to represent a right or award with respect to ACI Common Shares and shall be converted, at the Effective Time, into a right or award with respect to shares of Parent Common Stock (a "PARENT STOCK-BASED AWARD"), on the same terms and conditions as were applicable under ACI Share-Based Awards (but taking into account any changes thereto, including the acceleration thereof, provided for in ACI Stock Plans, in any award agreement or in such ACI Share-Based Award by reason of this Plan of Arrangement or the transactions contemplated hereby). The number of shares of Parent Common Stock subject to each such Parent Stock-Based Award shall be equal to the number of ACI Common Shares subject to ACI Share-Based Awards, multiplied by the ACI Exchange Ratio (with the resulting product rounded to the nearest whole share). All dividend equivalents credited to the account of each holder of a ACI Share-Based Award as of the Effective Time shall remain credited to such holder's account immediately following the Effective Time, subject to adjustment in accordance with Article 3the foregoing; (e) As soon as practicable after the Effective Time, Parent shall deliver to the holders of ACI Stock Options and ACI Share-Based Awards appropriate notices setting forth such holders' rights pursuant to the respective ACI Stock Plans and agreements evidencing the grants of such ACI Stock Options and ACI Share-Based Awards, and stating that such ACI Stock Options and ACI Share-Based Awards and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2 after giving effect to the Arrangement and the terms of ACI Stock Plans); and (cf) Prior to the names Effective Time, ACI shall take all necessary action for the adjustment of ACI Share-Based Awards under this Section 2.2. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Options and Parent Stock-Based Awards as a result of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers actions contemplated by this Plan of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofArrangement.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to At the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case case, unless stated otherwise, effective as at five two minute intervals starting at the Effective Time:Time (unless otherwise indicated): (a) each Class A Share Company RSU outstanding at the Effective Time, other than whether vested or unvested, shall be deemed to be vested to the fullest extent, and such Company RSU shall be cancelled in exchange for a Class A cash payment from the Company (made in accordance with Section 5.01(a)) equal to the volume weighted average trading price of one Common Share held by on the TSXV during the five trading days ending on the last trading day prior to the Effective Date less any amounts withheld pursuant to Section 4.03; (b) (i) each Company RSU Holder shall cease to be a holder of Company RSUs (ii) such holder’s name shall be removed from each applicable register, (iii) the Company Share Compensation Plan shall be deemed to be amended to remove all references to the Company RSUs and all agreements relating to Company RSUs shall be terminated and shall be of no further force and effect, and (iv) such Company RSU Holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to this Section 2.03 in the manner specified in Article 4; (c) each of the Common Shares held by Dissenting Company Shareholders in respect of which Dissent Rights have been validly exercised, which Dissent Rights remain valid and have not been withdrawn immediately prior to the Effective Time, shall be deemed to have been transferred without any further act or formality to the Purchaser (free and clear of all Liens) in consideration for the right to be paid by the Purchaser the fair value of their Common Shares in cash in accordance with Article 3, upon which: (i) such Dissenting Company Shareholders shall cease to be the holders of such Common Shares and to have any rights as Company Shareholders, other than the right to be paid fair value for such Common Shares as set out in Section 3.01; (ii) such Dissenting Company Shareholders’ names shall be removed as the registered holders of such Common Shares from the registers of Common Shares maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Common Shares free and clear of all Liens, and shall be entered in the registers of Common Shares maintained by or on behalf of the Company; (d) concurrently with the step described in Section 2.03(c), each Common Share outstanding immediately prior to the Effective Time, other than the Common Shares held by a Dissenting Holder Company Shareholder who has validly exercised hissuch holder’s Dissent Right in respect of such Common Shares, her shall, without any further action by or its Dissent Righton behalf of a Company Shareholder, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco Purchaser (free and clear of all Liens) in exchange for the Arrangement Consideration from the Purchaser for each such Common Share to be paid in accordance with Article 3; 4, and: (ci) such Company Shareholders shall cease to be registered holders and beneficial owners of such Common Shares and to have any rights as Company Shareholders, other than the right to be paid the Arrangement Consideration per Common Share from the Purchaser in accordance with this Plan of Arrangement; (ii) such Company Shareholders’ names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers register of holders the Common Shares maintained by or on behalf of Class A Shares, and Acquisitionco the Company; and (iii) the Purchaser shall be recorded as deemed to be the registered holder transferee of such Common Shares (free and clear of all Liens) and shall be entered in the register of the Class A Common Shares so transferred maintained by or on behalf of the Company; and (e) notwithstanding the terms of the Company Share Compensation Plan and subject to Section 4.1(i), each Company Option outstanding at the Effective Time, whether vested or unvested, shall be deemed to be vested to the fullest extent, will cease to represent an option or other right to acquire Common Shares and shall be deemed to be exchanged for an option (a “Replacement Option”) to purchase from the legal Purchaser the number of Purchaser Shares (rounded down to the nearest whole number) equal to (A) the Exchange Ratio multiplied by (B) the number of Common Shares subject to such Company Option immediately prior to the Effective Time, at an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to (M) the exercise price per Common Share otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio, exercisable until the original expiry date of such Company Option. Except as set out above, all other terms and beneficial owner thereofconditions of such Replacement Option, including the conditions to and manner of exercising, will be the same as the Company Option so exchanged, and shall be governed by the terms of the Company Share Compensation Plan, as assumed by the Purchaser, and any document evidencing a Company Option shall thereafter evidence and be deemed to evidence such Replacement Option.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will shall occur as set out belowand shall be deemed to occur in the following order: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU issued and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco the Company and cancelled in exchange for a cash payment by the Consideration for each Class A Share heldCompany equal to $11.50; (b) each Class A outstanding Company Common Share in respect other than (i) Company Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3Company Common Shares; and (cii) Company Common Shares held by Walter or any Affiliate thereof; and (iii) Company Common Shares held by any Affiliate of the Company, shall be transferred without any further act or formality by the holder thereof to Bidco in exchange for (as elected or deemed to be elected by the holder in accordance with the holder’s Letter of Transmittal and Election Form and/or this Plan of Arrangement): (iv) the names Cash Option; or (v) a number of Walter Common Shares equal to the Class A Shareholders whose Class A Shares were transferred Exchange Ratio (the “Walter Share Option”), subject to Acquisitionco Sections 2.3 and 2.4, and the name of each such holder shall be removed from the applicable registers register of holders of Class A Company Common Shares and added (as applicable) to the register of holders of Walter Common Shares, and Acquisitionco Bidco shall be recorded as the registered holder of the Class A Company Common Shares so transferred exchanged and shall be deemed to be the legal and beneficial owner thereof; (c) each outstanding Company Option that has not been duly exercised prior to the Effective Time shall be exchanged with Walter for a fully-vested and immediately exercisable option (a “Replacement Option”) to purchase from Walter or the Company, as Walter may determine, a number of Walter Common Shares equal to the product of the Exchange Ratio multiplied by the number of Company Common Shares subject to such Company Option. Such Replacement Option shall provide for an exercise price per Walter Common Share equal to the exercise price per Company Common Share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a fraction of a Walter Common Share, then the total number of Walter Common Shares subject to such holder’s total Replacement Options shall be rounded down to the next whole number of Walter Common Shares and the total exercise price for such Replacement Options shall be reduced by the exercise price of the fractional Walter Common Share. Except as otherwise provided in this Section 2.2(c), the term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Replacement Option will be the same as the Company Option for which it is exchanged, and any document or agreement previously evidencing a Company Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding the foregoing, if required, the exercise price of each Replacement Option will be increased such that (i) the excess (if any) of the aggregate fair market value of the Walter Common Shares underlying such holder’s Replacement Option immediately following the exchange over (ii) the aggregate exercise price of such Replacement Option otherwise determined does not exceed (iii) the excess (if any) of the aggregate fair market value of the Company Common Shares underlying the holder’s corresponding Company Options immediately before the exchange over (iv) the aggregate exercise price of such Company Option, where all such amounts are computed in Canadian dollars (in the case of foreign currencies using the Canadian Dollar Equivalent); and (d) the DSU Plan shall be terminated.

Arrangement. (1) Prior to 3.1 On the Effective TimeDate, each of the following steps will occur as events set out belowbelow shall be deemed to occur at the Effective Time in the order set forth below without further act or formality: (a) Effective at 11:00 p.m. on the day prior Extendicare Subordinate Voting Shares and the Extendicare Multiple Voting Shares held by Dissenting Shareholders who have validly exercised Dissent Rights shall be deemed to have been transferred to Extendicare and cancelled and shall cease to be outstanding and such Dissenting Shareholders shall cease to have any rights as Shareholders other than the Effective Dateright to be paid the fair value of their Extendicare Subordinate Voting Shares and/or their Extendicare Multiple Voting Shares, as the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Groupcase may be, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.Section 4.1; (b) Immediately prior the articles of Extendicare shall be amended (i) to create an unlimited number of common shares designated as Common Shares and having attached thereto the Effective Timerights, the Company shall cancel each Company Optionprivileges, DSU restrictions and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and conditions set out in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holdersSchedule A attached hereto; and (cii) Immediately prior to decrease the authorized share capital by cancelling all of the authorized Class I Preferred Shares and Class II Preferred Shares and by deleting the rights, privileges, restrictions and conditions attached to the Effective Time, each of the Denco Trust Class I Preferred Shares and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the CompanyClass II Preferred Shares; (2c) At the Effective Time the following shall occur and each Extendicare Subordinate Voting Share shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange with Extendicare for the Consideration for each one Extendicare Common Share and one ALC Class A Share heldShare; (bd) each Class A Extendicare Multiple Voting Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned exchanged by the holder thereof with Extendicare for 1.075 Extendicare Common Shares and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; andone ALC Class B Share; (ce) (i) Extendicare shall reduce the names of aggregate amount in the Class A Shareholders whose Class A stated capital account it maintains for the Extendicare Multiple Voting Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Sharesnil, and Acquisitionco shall be recorded as add an amount equal to the registered holder aggregate amount of such reduction to the Class A Shares so transferred and shall be deemed stated capital account it maintains for the legal and beneficial owner thereof.Extendicare Common Shares;

Arrangement. (1) Prior to Commencing at the Initial Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested events or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following transactions shall occur and shall be deemed to occur as set out below in the following sequence without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A BPO Common Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Shareholder shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (BOP Split free and clear of all Liens) liens, claims and encumbrances, and each Dissenting Shareholder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of their BPO Common Shares by BOP Split in accordance with Article 3; and (c) 4 hereof, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers register of holders of Class A BPO Common Shares, and Acquisitionco BOP Split shall be recorded as the registered holder of the Class A Shares BPO Common Share so transferred and shall be deemed to be the legal and beneficial owner thereof., free and clear of any liens, claims or encumbrances; (b) each outstanding BPO Common Share held by a Shareholder other than a Dissenting Shareholder or an Offeror or one of its subsidiaries shall be and be deemed to be transferred by the holder thereof to the Applicable Offeror in exchange for (i) $20.34 in cash or (ii) the Unit Consideration (in each case as elected or deemed to be elected pursuant to Section 3.2 and subject, in each case, to proration in accordance with Section 3.3) and the name of such holder shall be removed from the register of holders of BPO Common Shares, and the Applicable Offeror shall be recorded as the registered holder of the BPO Common Share so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (c) each outstanding BPO Voting Preferred Share other than a BPO Voting Preferred Share held by an Offeror or one of its subsidiaries shall be redeemed by BPO, without any further act or formality on its part, in exchange for the consideration provided for in section 1.3 of the class provisions for the BPO Voting Shares contained in the articles of BPO and the name of the holder of such BPO Voting Preferred Share shall be removed from the register of holders of BPO Voting Preferred Shares; Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality: (d) provided that at least the Minimum Listing Number of BOP Split Amalco Preferred Shares, Series 1 are elected or are deemed to be elected, each BPO Preferred Share, Series G in respect of which a Canadian Preferred Shareholder has made an election pursuant to Section 3.2(f) or, if applicable, is deemed to have made an election pursuant to Section 3.2(l) shall be, subject to Section 3.3(b)3.3(c), transferred by the holder thereof to BOP Split Amalco in accordance with the election of such holder pursuant to Section 3.2(f) and in exchange for one (1) BOP Split Amalco Preferred Share, Series 1 and the name of such holder shall be removed from the register of holders of BPO Preferred Shares, Series G and added to the register of holders of BOP Split Amalco Preferred Shares, Series 1, and BOP Split Amalco shall be recorded as the registered holder of the BPO Preferred Share, Series G so exchanged and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (e) provided that at least the Minimum Listing Number of BOP Split Amalco Preferred Shares, Series 2 are elected or are deemed to be elected, each BPO Preferred Share, Series H in respect of which a Canadian Preferred Shareholder has made an election pursuant to Section 3.2(g) or, if applicable, is deemed to have made an election pursuant to Section 3.2(m) shall be, subject to Section 3.3(c), transferred by the holder thereof to BOP Split Amalco in accordance with the election of such holder pursuant to Section 3.2(g) and in exchange for one (1) BOP Split Amalco Preferred Share, Series 2 and the name of such holder shall be removed from the register of holders of BPO Preferred Shares, Series H and added to the register of holders of BOP Split Amalco Preferred Shares, Series 2, and BOP Split Amalco shall be recorded as the registered holder of the BPO Preferred Share, Series H so exchanged and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (f) provided that at least the Minimum Listing Number of BOP Split Amalco Preferred Shares, Series 3 are elected or are deemed to be elected, each BPO Preferred Share, Series J in respect of which a Canadian Preferred Shareholder has made an election pursuant to Section 3.2(h) or, if applicable, is deemed to have made an election pursuant to Section 3.2(n) shall be, subject to Section

Arrangement. (1) Prior to Commencing at the Effective Time, the occurrences described in each of the following steps will occur paragraphs or subparagraphs, as set out belowthe case may be, of this Section 3.1 shall be, and be deemed to be, a transaction that, unless otherwise provided, occurs sequentially in the following order, effective as at one (1) minute intervals between each such transaction and starting at the Effective Time, without any further act or formality: (a) each holder of Teck Options will dispose of the Exercise Price Proportion of the Teck Options held by such holder at the Effective at 11:00 p.m. on Time (the day “First Option Exchange”) to Elk Valley in consideration for the grant to such holder of Elk Valley Options in such a manner that: (i) the particular holder will receive no consideration for the exchange of such portion of the Teck Options other than Elk Valley Options; (ii) the exercise price of the Elk Valley Options granted to such holder will be an amount equal to the product of 10 and the Exercise Price Proportion of such holder’s original exercise price of the Teck Options (rounded up to the nearest whole cent); (iii) the number of Elk Valley Common Shares to be issued by Elk Valley under the Elk Valley Options will be such that, for every 10 Teck Class B Shares the holder would have been entitled to acquire under the Teck Options immediately prior to the First Option Exchange, the holder will become entitled to acquire one Elk Valley Common Share under the Elk Valley Options with any partial number rounded down to the nearest whole number; (iv) the Elk Valley Options will otherwise have the same terms as the Teck Options so disposed of pursuant to the First Option Exchange, including as to vesting and expiry; (v) the Elk Valley Options will be issued under the Elk Valley Option Plan; and (vi) the Teck Options so disposed of pursuant to the First Option Exchange will be cancelled; (b) except in each case as otherwise agreed in writing by Teck and Elk Valley prior to the Effective Date, the sale each of the shares following transactions shall, and shall be deemed to, occur simultaneously at the Distribution Record Time: (i) for the remaining portions of ▇▇▇▇▇▇ Industries Inc. the Teck Options held by holders (after the disposition of the Exercise Price Proportion of the Teck Options held by such holders pursuant to The ▇▇▇▇▇▇▇ Groupthe First Option Exchange) (the “Remaining Teck Options”), Inc. shall occur such holders thereof will dispose of such Remaining Teck Options as Teck determines in accordance with and on its sole discretion (the terms specified “Second Option Exchange”) in consideration for the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.grant to such holder of new Teck Options (“Repriced Teck Options”) in such a manner that: (A) each such holder will receive no consideration for the exchange of a Remaining Teck Option other than the Repriced Teck Option; (bB) Immediately prior the exercise price of each Repriced Teck Option granted to such holder will be an amount equal to the Effective Timefair market value of a Teck Class B Share immediately after the Distribution Record Time less the product of the amount by which one exceeds the Exercise Price Proportion and the amount by which the fair market value of a Teck Class B Share immediately before the Distribution Record Time exceeds such holder’s original exercise price of the Teck Option partially exchanged therefor (rounded up to the nearest whole cent); (C) the number of Teck Class B Shares to be issued by Teck under the Repriced Teck Options will be such that, for each Teck Class B Share the Company shall cancel each Company Option, DSU and RSU that is outstanding holder would have been entitled to acquire under the Teck Options immediately prior to the Effective TimeFirst Option Exchange, whether vested or unvested, and in exchange for such cancellation the holder will pay become entitled to acquire one Teck Class B Share under the Repriced Teck Options; (D) the Repriced Teck Options will otherwise have the same terms as the Remaining Teck Options so disposed of pursuant to the holders thereof Second Option Exchange, including as to vesting and expiry; (E) the amounts set forth in Repriced Teck Options will be issued under the acknowledgments and releases executed by such holders2010 Stock Option Plan of Teck, as amended; and (cF) Immediately the Remaining Teck Options so disposed of pursuant to the Second Option Exchange will be cancelled; (ii) for all other Remaining Teck Options, the holders thereof will continue to hold their Remaining Teck Options (provided that any aggregation of Remaining Teck Options entitling a holder to a fractional Teck Class B Share at a particular exercise price or vesting date will be rounded down to the nearest whole number) and the holders thereof will be granted by Teck such number of new Teck Options (the “Top Up Teck Options”) such that the sum of each such holder’s Remaining Teck Options and Top Up Teck Options equals the number of Teck Options held by the holder immediately prior to the Effective TimeFirst Option Exchange, and each of the Denco Trust and the Automotive & General Trusts Top Up Teck Option will be dissolved and all of their property will be distributed on dissolution have an exercise price equal to the Companyfair market value of a Teck Class B Share immediately after the grant, and will otherwise have the same terms as the Teck Options so disposed of pursuant to the First Option Exchange, including as to vesting and expiry; (2iii) At each holder of a Teck RSU will be granted one Elk Valley RSU for every 10 Teck RSUs held immediately prior to the Effective Distribution Record Time (with any fractional Elk Valley RSUs rounded down to the following shall occur nearest whole number); (iv) each holder of a Teck PSU will be granted one Elk Valley PSU for every 10 Teck PSUs held immediately prior to the Distribution Record Time (with any fractional Elk Valley PSUs rounded down to the nearest whole number); (v) each DSU Elk Valley Participant holding a Teck DSU will be granted one Elk Valley DSU for every 10 Teck DSUs held immediately before the Distribution Record Time (with any fractional Elk Valley DSUs rounded down to the nearest whole number), and shall such DSU Elk Valley Participant will be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at have been terminated under the Effective Time:Teck DSU Plan; (avi) each Class A Share outstanding at DSU Elk Valley Participant holding a Teck PDSU will be granted one Elk Valley PDSU for every 10 Teck PDSUs held immediately before the Effective Distribution Record Time, and such DSU Elk Valley Participant will be deemed to have been terminated under the Teck PDSU Plan; (vii) each holder of a Teck DSU, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised hisDSU Elk Valley Participant, her or its Dissent Rightwill be granted an additional number of Teck DSUs, and (ii) if applicablepursuant to the Teck DSU Plan, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or is equal to such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held;holder’s DSU Adjustment Number; and (bviii) each Class A Share in respect holder of which a Class A Shareholder has validly exercised hisTeck PDSU, her or its Dissent Right shall other than a DSU Elk Valley Participant, will be directly assigned and transferred by granted an additional number of Teck PDSUs as is equal to such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; andholder’s PDSU Adjustment Number; (c) the names articles of incorporation of Elk Valley will be amended to amend the terms of the Class A Shareholders whose Elk Valley Common Shares and to create and authorize the issuance of (in addition to the shares that Elk Valley is authorized to issue immediately prior to such amendment) the following two new classes of shares: (i) [•] Elk Valley First Preferred Shares; and (ii) [•] Elk Valley Second Preferred Shares3, and the respective rights, privileges, restrictions and conditions attaching to the Elk Valley Common Shares, the Elk Valley First Preferred Shares and the Elk Valley Second Preferred Shares will be as set out in Parts I, II and III of Schedule A, respectively; (d) the stated capital of the Teck Class A Shares were transferred to Acquisitionco shall will be removed from increased by the applicable registers of holders of Class A Shares, Stated Capital Equalization Amount and Acquisitionco shall be recorded as the registered holder stated capital of the Teck Class A B Shares so transferred will be decreased by the Stated Capital Equalization Amount (the “Stated Capital Equalization Transaction”); (e) each of the following transactions shall, and shall be deemed to, occur simultaneously: (i) in accordance with the legal Separation Agreement, TCL and beneficial owner thereof.6069789 Canada will transfer and assign to New TCP Nominee all of their respective right, title and interest in and to the Excluded Assets (excluding the Cardinal River Property) and New TCP Nominee will assume all Excluded Liabilities of TCL 3 Note to Completion: Numbers to be completed by Teck. and 6069789 Canada (other than Excluded Liabilities related to the Cardinal River Property); (ii) the New TCP Nominee Agreement will become effective and binding on the parties thereto; (iii) in accordance with the Separation Agreement, TCL will transfer and assign to Cardinal River Nominee all of its respective right, title and interest in and to the Cardinal River Property and Cardinal River Nominee will assume all Excluded Liabilities of TCL related to the Cardinal River Property, if applicable; (iv) the Cardinal River Nominee Agreement will become effective and binding on the parties thereto; and (v) in accordance with the Separation Agreement, TCP will transfer and assign to Elk Valley all of its right, title and interest to the TCL Shares and the 6069789 Canada Shares (the “Initial TCP Share Transfer”); (f) each of the following transactions shall, and shall be deemed to, occur simultaneously: (i) in accordance with the Separation Agreement and subsection 85(2) of the Tax Act, TCP will sell, transfer and assign to Elk Valley all of its right, title and interest in the TCP Steelmaking Coal Rollover Property in consideration and in exchange for (A) Elk Valley granting, and causing TCL and 6069789 Canada to grant, the TCP Royalty Interest pursuant to the Royalty Agreement, (B) the issuance by Elk Valley to TCP of the TCP Elk Valley Second Preferred Shares, and (C) the issuance by Elk Valley to TCP of the Contribution Notes (collectively, the “TCP Steelmaking Coal Rollover Property Exchange”) and, if the fair market value of the TCP Other Steelmaking Coal Property immediately prior to the TCP Other Steelmaking Coal Property Exchange is less than the Liabilities of TCP (other than Excluded Liabilities) at such time, the assumption of such portion of the Liabilities as equals the shortfall; (ii) in accordance with the Separation Agreement, TCP will sell, transfer and assign to Elk Valley all of its right, title and interest in the TCP Other Steelmaking Coal Property in consideration and in exchange for (A) Elk Valley assuming all Liabilities of TCP (other than Excluded Liabilities and Liabilities assumed in Section 3.1(f)(i), if any) and (B) the issuance by Elk Valley to TCP of the TCP WC Notes (collectively, the “TCP Other Steelmaking Coal Property Exchange”); (iii) in accordance with the Separation Agreement and subsection 85(2) of the Tax Act, EMLP will sell, transfer and assign to Elk Valley all of its right, title and interest in the EMLP Steelmaking Coal Rollover Property in consideration and in exchange for (A) Elk Valley granting the EMLP Royalty Interest pursuant to the Royalty Agreement, (B) the issuance by Elk Valley to EMLP of the EMLP Elk Valley Common Shares, (C) the issuance by Elk Valley to EMLP of the EMLP Elk Valley First Preferred Shares, and (D) the issuance by Elk Valley to EMLP of the EMLP Elk Valley Second Preferred Shares (collectively, the “EMLP Steelmaking Coal Rollover Property Exchange”) and, if the fair market value of the EMLP Other Steelmaking Coal Property immediately prior to the EMLP Other Steelmaking Coal Property Exchange is less than the Liabilities of EMLP (other than Excluded Liabilities) at such time, the assumption of such portion of the Liabilities shall equal the shortfall; (iv) in accordance with the Separation Agreement, EMLP will sell, transfer and assign to Elk Valley all of its right, title and interest in the EMLP Other Steelmaking Coal Property in consideration and in exchange for (A) Elk Valley assuming all Liabilities of EMLP (other than Excluded Liabilities and Liabilities assumed in Section 3.1(f)(iii)) and (B) if the fair market value of the EMLP Other Steelmaking Coal Property immediately prior to the EMLP Other Steelmaking Coal Property Exchange exceeds the Liabilities assumed by Elk Valley pursuant to the EMLP Other Steelmaking Coal Property Exchange, the issuance by Elk Valley to EMLP of the EMLP WC Note (collectively, the “EMLP Other Steelmaking Coal Property Exchange”); (v) there will be added to the stated capital account maintained by Elk Valley for the Elk Valley First Preferred Shares an amount equal to the maximum amount permitted to be added to the paid-up capital of the Elk Valley First Preferred Shares in respect of the aggregate Elk Valley First Preferred Shares issued to EMLP pursuant to Section 3.1(f)(iii), having regard to the provisions of the Tax Act (which amount shall not be greater than that permitted to be added pursuant to the CBCA); (vi) there will be added to the stated capital account maintained by Elk Valley for the Elk Valley Second Preferred Shares an amount equal to the maximum amount permitted to be added to the paid-up capital of the Elk Valley Second Preferred Shares in respect of the aggregate Elk Valley Second Preferred Shares issued to TCP and EMLP pursuant to Sections Section 3.1(f)(i) and Section 3.1(f)(iii), respectively, after taking into account the stated capital added to the Elk Valley First Preferred Shares, having regard to the provisions of the Tax Act (which amount shall not be greater than that permitted to be added pursuant to the CBCA); (vii) there will be added to the stated capital account maintained by Elk Valley for the Elk Valley Common Shares an amount equal to the maximum amount permitted to be added to the paid-up capital of the Elk Valley Common Shares in respect of the aggregate Elk Valley Common Shares issued to EMLP pursuant to Section 3.1(f)(iii), after taking into account the stated capital added to the Elk Valley First Preferred Shares and Elk Valley Second Preferred Shares, having regard to the provisions of the Tax Act (which amount shall not be greater than that permitted to be added pursuant to the CBCA); and (viii) each of the Contribution Notes, the TCP WC Notes and, if applicable, the EMLP WC Note will become effective and binding on Elk Valley; (g) the Royalty Agreement will become effective and binding on the parties thereto and the Royalty will be granted; (h) if the EMLP WC Note was issued pursuant to Section 3.1(f)(iv)(B), EMLP will distribute, as a return of partnership capital, interests in the EMLP WC Note to TCP, NSC, and POSCAN (each a “EMLP WC Note Interest”) in proportion to their respective EMLP Pro Rata Interests; (i) TCP will distribute its interest in the Elk Valley Notes to Fording Partnership in consideration for a reduction of partnership capital associated with TCP’s partnership interest in Fording Partnership in an amount equal to the fair market value of TCP’s interest in the Elk Valley Notes; (j) Fording Partnership will distribute its interest in the Elk Valley Notes to Teck Resources Coal Partnership in consideration for a reduction of partnership capital associated with Fording Partnership’s partnership interest in Teck Resources Coal Partnership in an amount equal to the fair market value of Fording Partnership’s interest in the Elk Valley Notes; (k) Teck Resources Coal Partnership will distribute its interest in the Elk Valley Notes to Teck in consideration for a reduction of partnership capital associated with Teck’s partnership interest in Teck Resources Coal Partnership in an amount equal to the fair market value of Teck’s interest in the Elk Valley Notes; (l) each of the following transactions shall, and shall be deemed to, occur simultaneously: (i) Teck will, without any further act or formality, convert the full principal amount outstanding pursuant to the Contribution Notes and the TCP WC Notes into the TCP Elk Valley Common Shares and the TCP Elk Valley First Preferred Shares issuable on conversion pursuant to the terms of the Contribution Notes and the TCP WC Notes; and (A) the aggregate TCP Elk Valley Common Shares and the aggregate TCP Elk Valley First Preferred Shares issuable upon the conversion of the full principal amount outstanding pursuant to the Contribution Notes and the TCP WC Notes shall be issued by Elk Valley to Teck; (B) the aggregate principal amounts owing by Elk Valley pursuant to the Contribution Notes and the TCP WC Notes shall be fully extinguished; and (C) the Contribution Notes and the TCP WC Notes will terminate without any further action on the part of the parties thereto; (ii) if the EMLP WC Note was issued pursuant to Section 3.1(f)(iv)(B), Teck, POSCAN and NSC will convert the full principal amount outstanding pursuant to the EMLP WC Note into EMLP Elk Valley Common Shares issuable on conversion pursuant to the terms of the EMLP WC Note; and (A) the EMLP Elk Valley Common Shares issuable upon the conversion of the full principal amount outstanding pursuant to the EMLP WC Note shall be issued

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A TMX Group Share held by a TMX Group Shareholder (other than Maple and Dissenting Shareholders) shall be transferred to and acquired by Maple, free and clear of all liens, charges, claims and encumbrances, in consideration for the Arrangement Consideration, and upon the transfer of each such TMX Group Share from a TMX Group Shareholder to Maple pursuant to this Section 2.2(a): (i) each such holder shall cease to be a Dissenting Holder who has validly exercised his, her or its Dissent Right, holder of the TMX Group Shares so transferred and the name of such holder shall be removed from the register of holders of TMX Group Shares as it relates to the TMX Group Shares so transferred; (ii) if applicable, Maple shall become the Purchaser, Acquisitionco or any sole legal and beneficial owner of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), TMX Group Shares so transferred and shall be deemed added to the register of holders of TMX Group Shares; and (iii) Maple shall allot and issue to such holder the number of Maple Shares issuable to such holder pursuant to this Section 2.2(a) and the name of such holder shall be assigned and transferred by added to the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldregister of holders of Maple Shares; (b) subject to applicable laws and regulatory requirements, each Class A TMX Group Option that is outstanding and has not been exchanged in accordance with the Support Agreement or duly exercised prior to the Effective Time shall be exchanged for an option (each, a “Replacement Maple Option”) to purchase from Maple the number of Maple Shares (rounded down to the nearest whole share) equal to: (i) the Option Exchange Ratio multiplied by (ii) the number of TMX Group Shares subject to such TMX Group Options immediately prior to Effective Time. Such Maple Replacement Option shall provide for an exercise price per Maple Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per TMX Group Share pursuant to such TMX Group Option; divided by (y) the Option Exchange Ratio. For greater certainty, it is the intention that the conditions for a tax-deferred exchange set forth in subsection 7(1.4) of the Tax Act are satisfied in respect of the exchange contemplated in this Section 2.2(b). The term to expiry, conditions to and manner of exercising, vesting schedule and all other terms and conditions of the Replacement Maple Option will be the same as the TMX Group Option for which it is exchanged, and any document or agreement previously evidencing a Class A Shareholder has validly exercised his, her or its Dissent Right TMX Group Option shall from and after the exchange evidence and be directly assigned and transferred by such Dissenting Holder deemed to Acquisitionco (free and clear of all Liens) in accordance with Article 3evidence the Replacement Maple Option; and (c) the names of the Class A Shareholders whose Class A Shares were each TMX Group Share held by a Dissenting Shareholder shall be transferred to Acquisitionco and acquired by Maple, free and clear of all liens, charges, claims and encumbrances, and, in exchange therefore, each holder shall have the right to be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofpaid fair value in accordance with Article 3.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to 3.1 On the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior subject to the Effective Timeprovisions of Article 5 hereof, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation following will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall will be deemed to occur as in the order and at the times set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A issued PMI Share outstanding at immediately prior to the Effective Time, other than a Class A Share Time held by a PMI Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality to PMI for cancellation, free and clear of any liens, claims and encumbrances, and: (i) a such PMI Shareholder will cease to be the registered holder of such Dissenting Holder who Shares and will cease to have any rights as registered holders of such PMI Shares other than the right to be paid fair value for such Dissenting Shares as set out in §5.2(a); (ii) such PMI Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the registers of PMI Shares maintained by or on behalf of PMI; and (iii) PMI will be deemed to be the transferee of such Dissenting Shares, free and clear of any liens, claims and encumbrances, and such Dissenting Shares will be cancelled and returned to treasury; (b) immediately thereafter, each issued and outstanding PMI Share (other than any PMI Share in respect of which the PMI Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and (ii) if applicableacquired by K▇▇▇▇▇, without any act or formality on the Purchaser, Acquisitionco or any part of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A of such PMI Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised hisor K▇▇▇▇▇, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) liens, claims and encumbrances, in accordance exchange for such number of K▇▇▇▇▇ Shares equal to the Exchange Ratio, provided that the aggregate number of K▇▇▇▇▇ Shares payable to any PMI Shareholder, if calculated to include a fraction of a K▇▇▇▇▇ Share, will be rounded down to the nearest whole K▇▇▇▇▇ Share, with Article 3; and (c) no consideration being paid for the names fractional share, and the name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall each such PMI Shareholder will be removed from the applicable registers register of holders of Class A PMI Shares and added to the register of holders of K▇▇▇▇▇ Shares, and Acquisitionco shall K▇▇▇▇▇ will be recorded as the registered holder of the Class A such PMI Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; (c) each outstanding PMI Option, shall without any further action on the part of any holder of PMI Options, be exchanged for an option (each, a “Replacement Option”) to purchase from K▇▇▇▇▇ the number of K▇▇▇▇▇ Common Shares equal to: (x) the Exchange Ratio multiplied by (y) the number of PMI Shares subject to such PMI Option immediately prior to the Effective Time, provided that if the foregoing would result in the issuance of a fraction of a K▇▇▇▇▇ Share on any particular exercise of Replacement Options, then the number of K▇▇▇▇▇ Shares otherwise issued shall be rounded down to the nearest whole number of K▇▇▇▇▇ Shares. Such Replacement Option shall provide for an exercise price per K▇▇▇▇▇ Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per PMI Share otherwise purchasable pursuant to such PMI Option; divided by (y) the Exchange Ratio, provided that the exercise price of each Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of the Replacement Option does not exceed the In the Money Amount of the original PMI Option immediately before the exchange. Except as provided in this Section 3.1(c), the term, exercisability and all other terms and conditions of the PMI Option in effect immediately prior to the Effective Time shall govern the Replacement Option for which the PMI Option is so exchanged; and (d) each outstanding PMI Warrant, shall without any further action on the part of any holder of a PMI Warrant, be exchanged for a warrant (each, a “Replacement Warrant”) to purchase from K▇▇▇▇▇ the number of K▇▇▇▇▇ Common Shares equal to: (x) the Exchange Ratio multiplied by (y) the number of PMI Shares subject to such PMI Warrant immediately prior to the Effective Time, provided that if the foregoing would result in the issuance of a fraction of a K▇▇▇▇▇ Share on any particular exercise of Replacement Warrants, then the number of K▇▇▇▇▇ Shares otherwise issued shall be rounded down to the nearest whole number of K▇▇▇▇▇ Shares. Such Replacement Warrant shall provide for an exercise price per K▇▇▇▇▇ Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per PMI Share otherwise purchasable pursuant to such PMI Warrant; divided by (y) the Exchange Ratio. Except as provided in this Section 3.1(d), the term, exercisability and all other terms and conditions of the PMI Warrant in effect immediately prior to the Effective Time shall govern the Replacement Warrant for which the PMI Warrant is so exchanged. The transactions provided for in this §3.1 will be deemed to occur on the Effective Date and at the time specified notwithstanding that certain of the procedures related hereto are not completed until after the Effective Date. 3.2 Notwithstanding that the transactions or events set out in §3.1 may occur or be deemed to occur in the order therein set out without any further act or formality, each of PMI and K▇▇▇▇▇ agree to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required by it in order to further document or evidence any of the transactions or events set out in §3.1 including, without limitation, any resolution of directors authorizing the issue, transfer or purchase for cancellation of shares, any share transfer powers evidencing the transfer of shares, any receipt therefor and any necessary additions to or deletions from share registers.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective Commencing at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following events shall occur and shall be deemed to occur as set out below consecutively in the following order, except where noted, without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share Company Option outstanding at immediately prior to the Effective TimeTime shall be, other than a Class A Share held and shall be deemed to be, fully vested and surrendered and transferred to the Company in consideration for the issuance by the Company of that number of Common Shares ("Net Surrender Shares") equal to, rounded down to the nearest whole share, (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and the number of Common Shares subject to such Company Option immediately prior to the Effective Time minus (ii) if applicablethe number of whole and partial (computed to the nearest four decimal places) Common Shares that, when multiplied by the PurchaserFair Market Value of a Common Share is equal to the aggregate exercise price of such Company Option, Acquisitionco or any and the holder of their affiliates (which Class A Sharesuch Company Option shall be and shall be deemed to be the holder of such number of Net Surrender Shares and the central securities register of the Company shall be, if anyand shall be deemed to be, revised accordingly, but the holder of such Company Option shall not be exchanged under entitled to a certificate or other document representing the Arrangement Net Surrender Shares so issued; (b) concurrently with the preceding step, all outstanding Company Options shall, and shall be deemed to be, terminated (and all rights thereunder shall expire) and be of no further force or effect; (c) each Company Warrant outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, fully vested and surrendered and transferred to the Company in consideration for the issuance by the Company of that number of Net Surrender Shares equal to, rounded down to the nearest whole share, (i) the number of Common Shares subject to such Company Warrant immediately prior to the Effective Time minus (ii) the number of whole and partial (computed to the nearest four decimal places) Common Shares that, when multiplied by the Fair Market Value of a Common Share is equal to the aggregate exercise price of such Company Warrant, and the holder of such Company Warrant shall be and shall be deemed to be the holder of such number of Net Surrender Shares and the central securities register of the Company shall be, and shall be deemed to be, revised accordingly, but the holder of such Company Warrant shall remain not be entitled to a certificate or other document representing the Net Surrender Shares so issued; (d) concurrently with the preceding step, all outstanding as a Class A Company Warrants shall, and shall be deemed to be, terminated (and all rights thereunder shall expire) and be of no further force or effect; (e) each Dissent Share shall be deemed to be transferred and assigned by such Dissenting Shareholder, without any further act of formality on its part, to Acquireco in accordance with, and for the consideration contemplated in, Article 3 and: (i) the registered holder thereof shall cease to be, and shall be deemed to cease to be, the registered holder of each such Dissent Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Shareholders in respect of each such Dissent Share, and at such time each Dissenting Shareholder will have the rights set out in Section 3.1; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Dissent Share; and (iii) Acquireco shall be and shall be deemed to be the holder of all of the outstanding Dissent Shares and the central securities register of the Company shall be, and shall be deemed to be, revised accordingly; (f) each Common Share (other than any Common Share held by the Purchaser, Acquisitionco Acquireco or any of their respective affiliates and any Dissent Share) shall be transferred and assigned, without any further act or formality on its part, to Acquireco in exchange for the Consideration, subject to Section 4.3, and (i) the registered holder thereof shall cease to be, and shall be deemed to cease to be, the registered holder of each such affiliate)Common Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Shareholders; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Common Share; and (iii) Acquireco shall be and shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A outstanding Common Shares were transferred to Acquisitionco shall be removed from and the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder central securities register of the Class A Shares so transferred Company shall be, and shall be deemed to be, revised accordingly, it being expressly provided that the legal and beneficial owner thereofevents provided for in this Section 2.1 will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following transactions shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share of the outstanding at the Effective Time, ECo Common Shares (other than a Class A Share ECo Common Shares held by (i) a Dissenting Holder Shareholders who has validly have exercised his, her or its Dissent Right, their right of dissent in accordance with Article 3 hereof and (ii) if applicable, are ultimately entitled to be paid the Purchaser, Acquisitionco or any fair value of their affiliates (which Class A ShareECo Common Shares) will, if anywithout any further action on behalf of the Shareholders, shall not be exchanged under transferred to CCo Sub in consideration for a number of Exchangeable Shares determined in accordance with the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldExchange Ratio; (b) each Class A Share in respect Shareholder will receive only a whole number of which a Class A Exchangeable Shares resulting from the transfer of such Shareholder's ECo Common Shares to CCo Sub. In lieu of fractional Exchangeable Shares, each Shareholder has validly exercised his, her or its Dissent Right who otherwise would be entitled to receive such fractional share shall be directly assigned and transferred paid by such Dissenting Holder to Acquisitionco (free and clear of all Liens) CCo Sub an amount determined in accordance with Article 3; andherewith in full satisfaction of such fractional entitlement; (c) upon the names transfer of the Class A Shareholders whose Class A Shares were transferred shares referred to Acquisitionco in Section 2.1(a) above: (i) each Shareholder shall cease to be such a holder of ECo Common Shares, shall have his name removed from the applicable registers register of holders of Class A Shares, ECo Common Shares and Acquisitionco shall be recorded as the registered become a holder of the Class A number of fully paid Exchangeable Shares so transferred to which he is entitled as a result of the transfer of shares referred to in Section 2.1(a) and such Shareholder's name shall be deemed added to the register of holders of such securities accordingly; and (ii) CCo Sub shall become the legal and beneficial owner of all of the ECo Common Shares so transferred; (d) each of the outstanding Options (other than Options held by holders who have exercised their rights of dissent in accordance with Section 3.1 hereof and who are ultimately entitled to be paid the fair value for such Options) will, without any further action on the part of any Optionholder: (i) vest in accordance with the rights of the holder thereof; and (ii) be converted into or exchanged for an option to purchase the number of shares of CCo Common Stock determined by multiplying the number of ECo Common Shares subject to such Option at the Effective Time by the Exchange Ratio, at an exercise price per share of CCo Common Stock equal to the exercise price per share of such Option immediately prior to the Effective Time divided by the Exchange Ratio, and expressed in U.S. dollars. For the purposes of determining the exercise price per share of CCo Common Stock, the exercise price per share of ECo Common Shares subject to such Option shall be adjusted using the average of the Canadian Dollar Exchange Rate (expressed to the fourth decimal point) for each of the trading days in the Measurement Period. If the foregoing calculation results in a converted Option being exercisable for a fraction of a share of CCo Common Stock, then the number of shares of CCo Common Stock subject to such Option will be rounded down to the nearest whole number of shares, and the exercise price per whole share of CCo Common Stock will be as determined above. The obligations of ECo under the Options as so converted shall be assumed by CCo and CCo shall be substituted for ECo under, and as sponsor of, ECo's stock option plan. Except as provided in this paragraph (d), the term and all other terms and conditions of the Options in effect immediately prior to giving effect to the Arrangement shall govern the Options; and (e) holders of ECo Common Shares who are residents of Canada for the purposes of the ITA and who receive Exchangeable Shares under Section 2.1(a) shall be entitled to make an income tax election pursuant to subsection 85(1) of the ITA with respect to the transfer of their ECo Common Shares to CCo Sub by providing two signed copies of the necessary election forms to CCo Sub within 90 days following the Effective Date, duly completed with the details of the number of shares transferred and the applicable agreed amounts for the purposes of such elections. Thereafter, subject to the election forms complying with the provisions of the ITA, the forms will be signed by CCo Sub and returned to such holders of ECo Common Shares for filing with Revenue Canada, Customs, Excise and Taxation.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur in the following sequence as set out below without any further authorization, act or formality, in each case effective as at five one minute intervals starting at the Effective Time: (a) all Sulliden Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all Liens) to Rio Alto; and i) such Dissenting Shareholders shall cease to be the holders of such Sulliden Shares and to have any rights as Sulliden Shareholders other than the right to be paid the fair value for such Sulliden Shares as set out in Article 4; ii) the name of each Class A such Dissenting Shareholders shall be removed as a Sulliden Shareholder from the registers of Sulliden Shareholders maintained on or on behalf of Sulliden; and iii) such Sulliden Shares so transferred to Rio shall thereupon be cancelled without payment; (b) all of the issued and outstanding Sulliden RSUs shall be deemed to have vested, and the amount necessary to satisfy the obligations of Sulliden shall allot and issue tounder each holder of the outstanding Sulliden RSUs such number of Sulliden Shares as are due to such holder under the terms of the Sulliden RSU Plan (less any(being for each such Sulliden RSU an amount equal to the Market Value of one Sulliden Share outstanding at the Effective Time) shall be settled by (a) the issuance by Rio Alto of 0.525 of a fully paid and non- assessable Rio Alto Share to the holder of such RSU and (b) a cash payment to the holder of such RSU equal to the difference between the Market Value of a Sulliden Share and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, other than a Class A Share held if any, (50% of such payment to come from and be paid by Rio Alto and 50% to be deducted from the Sulliden Cash Transfer and paid by Sulliden) (i) a Dissenting Holder who has validly exercised his, her or its Dissent Rightless any applicable amounts to be withheld pursuant to the Plan of Arrangement), and (ii) if applicablethereafter the Sulliden RSU Plan will terminate and none of the former holders of Sulliden RSUs, the Purchaser, Acquisitionco Parties or any of their affiliates respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden RSU Plan; (which Class A Sharec) all of the issued and outstanding Sulliden DSUs shall be deemed to have vested, and the resignation of each holder of Sulliden DSUs of his or her position with Sulliden and the appointment of their successors shall be effective, and the amount necessary to satisfy the obligations of Sulliden shall allot and issue tounder each holder of the outstanding Sulliden DSUs (being for each such number of Sulliden Shares as are due to settle the amount due to such holder under the terms of the Sulliden DSU Plan (less anySulliden DSU an amount equal to the Market Value of one Sulliden Share at the Effective Time) shall be settled by (a) the issuance by Rio Alto of 0.525 of a fully paid and non- assessable Rio Alto Share to the holder of such DSU and (b) a cash payment to the holder of such DSU equal to the difference between the Market Value of a Sulliden Share and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, if any, shall not (50% of such payment to come from and be exchanged under paid by Rio Alto and 50% to be deducted from the Arrangement but shall remain outstanding as a Class A Share held Sulliden Cash Transfer and paid by Sulliden) (less any applicable amounts to be withheld pursuant to the Purchaser, Acquisitionco or such affiliatePlan of Arrangement), and thereafter the Sulliden DSU Plan will terminate and none of the former holders of Sulliden DSUs, the Parties or any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden DSU Plan; (d) the authorized share capital of Sulliden will be amended by redesignating the Sulliden Shares as the Class B Shares and the articles of Sulliden shall be deemed to be amended accordingly, and each certificate representing Sulliden Shares shall, as and from the time such redesignation is effective, represent Class B Shares; (e) the authorized share capital of Sulliden will be amended by the creation of an unlimited number of Class A Shares, and the articles of Sulliden shall be deemed to be amended accordingly; (f) the SpinCo Option Plan will come into force; (g) the transactions contemplated by the SpinCo Conveyance Agreement shall become effective and pursuant thereto, Sulliden shall assign and transfer to SpinCo and SpinCo shall accept the SpinCo Assets and SpinCo Liabilities, and as consideration for the SpinCo Assets, SpinCo shall issue to Sulliden that number of fully-paid and non- assessable SpinCo Shares such that immediately after the foregoing issuance Sulliden shall hold in aggregate (together with the SpinCo Shares held immediately prior to the foregoing issuance) that number of SpinCo Shares that is equal to 0.0147 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time and after giving effect to the issuances in section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, all in accordance with the terms of the SpinCo Conveyance Agreement, and Sulliden shall be entered into the register of SpinCo Shares maintained by or on behalf of SpinCo; (h) Rio Alto will lend (the "Loan") to Sulliden an amount of cash equal to the Loan Amount by way of a non-interest bearing demand promissory note. If Rio Alto has so elected in accordance with Section 2.10(b) of the Arrangement Agreement, Sulliden will subscribe and pay for and Rio Alto shall issue to Sulliden that number of fully-paid and non- assessable Rio Alto Shares (the "Rio Alto Funding Shares") equal to $10,000,000 at the Rio Alto Share Price; (i) Sulliden will subscribe for and SpinCo shall issue to Sulliden that number of additional fully-paid and non-assessable SpinCo Shares that is equal to 0.0853 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time and after giving effect to the issuances in Section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, in consideration for payment from Sulliden to SpinCo (the "Sulliden Cash Transfer") of (i) cash subscription proceeds equal to $25,000,000 using funds from the Loan or (ii) $15,000,000 in cash using funds from the Loan and the transfer to SpinCo of all of the Rio Alto Funding Shares, in both instances subject to any applicable deduction to the cash amount in accordance with Section 2.3 (b) and (c); (j) Each Sulliden Option will be exchanged for a Sulliden Class A Option and one-tenth (0.1) of a SpinCo Option (and when aggregated with the other similar SpinCo Options of a holder of such options resulting in a fraction, they shall be rounded down to the nearest whole number of SpinCo Options). The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Sulliden Class A Option or a SpinCo Option, will be the same as the Sulliden Option for which it is exchanged and any document evidencing a Sulliden Option shall thereafter evidence and be deemed to evidence such Sulliden Class A Option or SpinCo Option, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Sulliden Class A Option or a SpinCo Option, as the case may be, will be increased such that the aggregate of the In-The-Money Amount of the Sulliden Class A Option and the In-The-MoneyAmount of the SpinCo Option immediately after the exchange does not exceed the In-The-Money Amount of the Sulliden Option immediately before the exchange. (k) Sulliden shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, and which reorganization shall occur in the following order: (i) each outstanding Class B Share will be exchanged with Sulliden free and clear of all Liens for one (1) Class A Share and one-tenth (0.1) of a SpinCo Share, and such Class B Share shall thereupon be cancelled, and: (A) the holders of such Class B Shares shall cease to be the holders thereof and to have any rights or privileges as holders of such Class B Shares; (B) such holders' names shall be removed from the register of the Class B Shares maintained by or on behalf of Sulliden; and (C) each Sulliden Shareholder shall be deemed to be the holder of the Class A Shares and SpinCo Shares (in each case, free and clear of any Liens) exchanged for the Class B Shares and shall be entered in the register of Sulliden or SpinCo, as the case may be, as the registered holder thereof; (ii) the stated capital of Sulliden for the outstanding Class A Shares will be an amount equal to the paid-up capital of Sulliden in respect of the Class B Shares, less the paid-up capital of Sulliden that is attributable to each Sulliden Share held by Dissenting Shareholders and described in paragraph 2.3(a) hereof, and less the Fair Market Valuefair market value of the SpinCo Shares distributed on such exchange; (l) each outstanding Class A Share (other than Class A Shares held by Rio Alto or any affiliate thereof) will, without further act or formality by or on behalf of a holder of Class A Shares, be irrevocably assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco Rio Alto (free and clear of all Liens) in accordance with Article 3; exchange for 0.525 of a Rio Alto Share for each Class A Share held, and (ci) the names holders of the Class A Shareholders whose such Class A Shares were transferred shall cease to Acquisitionco shall be removed from the applicable registers of holders thereof and to have any rights as holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the such Class A Shares so transferred and shall be deemed other than the legal and beneficial owner thereof.right to receive

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Redback Elected Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not will be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof thereof, without any act or formality on his part, to Acquisitionco Exchangeco in exchange for that number of fully paid and non-assessable Redback Common Shares equal to the Consideration for Exchange Ratio, and the name of each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall holder will be removed from the applicable registers register of holders of Class A Abatis Shares and added to the register of holders of Redback Common Shares, and Acquisitionco shall Exchangeco will be recorded as the registered holder of the Class A such Abatis Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; (b) each Exchangeable Elected Share will be transferred by the holder thereof, without any act or formality on his part, to Exchangeco in exchange for that number of fully paid and non-assessable Exchangeable Shares equal to the Exchange Ratio, and the name of each such holder will be removed from the register of holders of Abatis Shares and added to the register of holders of Exchangeable Shares, and Exchangeco will be recorded as the registered holder of such Abatis Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (c) each Abatis Share in respect of which no election has been made by the holder thereof, or in respect of which an effective election has not been made (other than Abatis Shares held by Dissenting Shareholders who are ultimately entitled to be paid the fair value of the Abatis Shares held by them) will be deemed to be a Redback Elected Share and will be transferred by the holder thereof, without any act or formality on his part, to Exchangeco in exchange for that number of fully paid and non-assessable Redback Common Shares equal to the Exchange Ratio, and the name of each such holder will be removed from the register of holders of Abatis Shares and added to the register of holders of Redback Common Shares, and Exchangeco will be recorded as the registered holder of such Abatis Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (d) each Abatis Option shall, without any act or formality, be exchanged by the holder thereof for an option (a "REPLACEMENT OPTION") to purchase a number of Redback Common Shares equal to the product of the Exchange Ratio multiplied by the number of Class A Voting Common Shares of Abatis subject to such Abatis Option. Such Replacement Option shall provide for an exercise price per Redback Common Share equal to the United States Dollar Equivalent of the exercise price per share of such Abatis Option immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest whole cent. If the foregoing calculation results in a Replacement Option being exercisable for a fraction of a Redback Common Share, then the number of Redback Common Shares subject to such Replacement Option shall be rounded down to the next whole number of Redback Common Shares. The term to expiry, conditions to and manner of exercise, vesting schedule and other terms and conditions of each of the Replacement Options shall be the same as the terms and conditions of the Abatis Option for which it is exchanged, except that the vesting provisions applicable thereto shall be as set out in Appendix 3 hereto, and any document or agreement previously evidencing an Abatis Option shall be deemed to be an agreement between Redback and the holder thereof evidencing such Replacement Option; (e) each of the Persons entitled to receive Redback Common Shares and Exchangeable Shares to be issued pursuant to this Plan of Arrangement, (i) will be deemed to have irrevocably appointed and authorized the Shareholders' Agent, as the agent of such Person, to enter into and act under the Escrow Agreement on his behalf in the manner contemplated in the Escrow Agreement, (ii) will be deemed to have irrevocably authorized and directed Redback and Exchangeco, and their respective representatives and agents, to deposit, or cause to be deposited, in escrow with the Escrow Agent, 10% of the Redback Common Shares and 10% of the Exchangeable Shares to be issued to such Person at the Effective Time under this Plan of Arrangement (collectively, the "DEPOSITED SECURITIES"), (iii) will be deemed to have irrevocably authorized the Escrow Agent to hold and deal with such Person's Deposited Securities in accordance with the terms of the Escrow Agreement, and (iv) will be bound by the provisions of the Escrow Agreement in respect of all of such Person's Deposited Securities; and (f) each of the Persons entitled to receive Exchangeable Shares to be issued pursuant to this Plan of Arrangement will be deemed to have irrevocably appointed and authorized the Shareholders' Agent, as the agent of such Person, to execute and deliver the Registration Rights Agreement.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below sequentially in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Claude Shareholder Rights Plan shall be deemed to terminated (and all rights issued thereunder shall expire) and shall be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share heldof no further force or effect; (b) each Class A Claude Share in respect of which held by a Class A Dissenting Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and deemed to be transferred by such Dissenting Holder to Acquisitionco (the holder thereof, without any further act or formality on its part, free and clear of all Liens) liens, claims and encumbrances, to Acquiror and Acquiror shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3; and (c) 4 hereof, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers central securities register as a holder of holders of Class A Shares, Claude Shares and Acquisitionco Acquiror shall be recorded as the registered holder of the Class A Claude Shares so transferred and shall be deemed to be the legal owner of such Claude Shares; (c) each Claude Share (other than a Claude Share held by a Dissenting Shareholder or a Claude Share held by Acquiror or any subsidiary of Acquiror) shall be deemed to be transferred to Acquiror and, in consideration therefor, Acquiror shall issue and beneficial owner thereofpay the following Consideration for each Claude Share, subject to Sections 3.3, 3.4 and Article 5 hereof 0.185 of an Acquiror Share and $0.001 in cash; (d) each Claude Option outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged for a fully vested option (each a “Converted Acquiror Option”) to acquire from Acquiror the number of Acquiror Shares equal to the product of: (A) the number of Claude Shares subject to such Claude Option immediately prior to the Effective Time; multiplied by (B) 0.185 provided that, if the foregoing would result in the issuance of a fraction of an Acquiror Share on any particular exercise of Converted Acquiror Options, then the number of Acquiror Shares otherwise issued shall be rounded down to the nearest whole number of Acquiror Shares. The exercise price per Acquiror Share subject to a Converted Acquiror Option shall be an amount equal to the quotient of: (A) the exercise price per Claude Share subject to each such Claude Option immediately before the Effective Time; divided by (B) 0.185 provided that the aggregate exercise price payable on any particular exercise of Converted Acquiror Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Claude Option for a Converted Acquiror Option. Therefore, in the event that the Converted Acquiror Option In-The Money Amount in respect of a Converted Acquiror Option exceeds the Claude Option In-The Money Amount in respect of the Claude Option, the number of Acquiror Shares which may be acquired on exercise of the Converted Acquiror Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Converted Acquiror Option In-The Money Amount in respect of the Converted Acquiror Option does not exceed the Claude Option-In The Money Amount in respect of the Claude Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. All other terms and conditions of the Converted Acquiror Options, including the term to expiry, will be the same as the Claude Option for which it was exchanged and each Converted Acquiror Option shall continue to be governed by and be subject to the terms of the Claude Stock Option Plan and the agreement evidencing the grant of such Claude Option (in each case as amended by the Board of Directors of Claude). Notwithstanding the foregoing and the terms and conditions of the Claude Stock Option Plan, the expiry date of any Converted Acquiror Options that are held by a person who ceases to be a director or consultant of Claude or is an employee or officer that is terminated without cause within six months after the Effective Date shall be the earlier of (A) the expiry date of such Converted Claude Option (with such expiry date not being a result of the holder of the option ceasing to be a director, consultant, officer or employee of Claude) and (B) two years after the date such person ceases to be a director or consultant of Claude or is terminated; and (e) Claude will file an election with the Canada Revenue Agency to cease to be a public corporation for the purposes of the Tax Act.

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will events or transactions shall occur as set out belowand shall be deemed to occur in the following sequence without any further act or formality: (a) Effective at 11:00 p.m. each Buena Vista Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on the day prior its part, free and clear of all liens, claims and encumbrances, to the Effective DateWabi, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in consideration for a claim against Wabi in an amount determined and payable in accordance with Article 4, and on the terms specified in name of such holder will be removed from the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. central securities register as a holder of Buena Vista Shares and The ▇▇▇▇▇▇▇ Group, Inc.Wabi shall be recorded as the registered holder of the Buena Vista Shares so transferred and shall be deemed to be the legal owner of such Buena Vista Shares; (b) Immediately each Buena Vista Share outstanding immediately prior to the Effective TimeTime held by a Buena Vista Shareholder (other than any Buena Vista Shares held by Wabi or any Dissenting Shareholder) shall be transferred by the holder thereof to Wabi in exchange for the Arrangement Consideration, and Wabi shall be deemed to be the Company shall cancel legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances, subject to Article 5; (c) each Company Option, DSU and RSU that is Buena Vista Option outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, shall be exchanged by the holder thereof, without any further act or formality and in exchange free and clear of any liens, claims or encumbrances, for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holdersan option (each a “Replacement Wabi Option”); and (cd) Immediately in accordance with the terms of the Buena Vista Warrants, each holder of a Buena Vista Warrant outstanding immediately prior to the Effective TimeTime shall receive upon the subsequent exercise or conversion of such holder’s Buena Vista Warrant, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Sharesits terms, and Acquisitionco shall be recorded as accept in lieu of each Buena Vista Share to which such holder was theretofore entitled upon such exercise or conversion but for the registered holder of same aggregate consideration payable therefor, the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof.Arrangement Consideration

Arrangement. (1) Prior to Commencing at the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in : each case effective as at five minute intervals starting at the Effective Time: (a) each Class A NPS Elected Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not will be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof thereof, without any act or formality on its part, to Acquisitionco NPS - Allelix Inc. in exchange for a fraction of a fully-paid and non-assessable NPS Common Share equal to the Consideration for Exchange Ratio, and the name of each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall holder will be removed from the applicable registers register of holders of Class A Shares, Allelix Common Shares and Acquisitionco shall added to the register of holders of NPS Common Shares and NPS - Allelix Inc. will be recorded as the registered holder of the Class A such Allelix Common Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof; each Exchangeable Elected Share will be transferred by the holder thereof, without any act or formality on its part, to NPS - Allelix Inc. in exchange for a fraction of a fully-paid and non-assessable Exchangeable Share equal to the Exchange Ratio, and the name of each such holder will be removed from the register of holders of Allelix Common Shares and added to the register of holders of Exchangeable Shares and NPS - Allelix Inc. will be recorded as the registered holder of such Allelix Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; each Allelix Common Share in respect of which a duly completed Letter of Transmittal and Election Form has not been deposited with the Depositary on or prior to the Election Deadline (other than (i) Allelix Common Shares held by Dissenting Shareholders who are ultimately entitled to be paid the fair value of the Allelix Common Shares held by them and (ii) Allelix Common Shares held by NPS or any affiliate thereof which shall not be exchanged under this Arrangement and shall remain outstanding as Allelix Common Shares held by NPS or any affiliate thereof), (A) in the case of a holder of Allelix Common Shares whose address as shown in the register of Allelix Common Shares as of the close of business (Toronto time) on the day preceding the Effective Date is in Canada will be deemed to be an Exchangeable Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to NPS - Allelix Inc. in exchange for that number of fully paid and non-assessable Exchangeable Shares equal to the Exchange Ratio, and the name of each such holder of Allelix Common Shares will be removed from the register of holders of Allelix Common Shares and added to the register of holders of Exchangeable Shares and NPS - Allelix Inc. will be recorded as the registered holder of such Allelix Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof, and (B) in the case of a holder of Allelix Common Shares whose address as shown in the register of Allelix Common Shares as of the close of business (Toronto time) on the day preceding the Effective Date is not in Canada will be deemed to be a NPS Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to NPS - Allelix Inc. in exchange for a fraction of a fully-paid and non-assessable NPS Common Share equal to the Exchange Ratio, and the name of each such holder will be removed from the register of holders of Allelix Common Shares and added to the register of holders of NPS Common Shares and NPS - Allelix Inc. will be recorded as the registered holder of such Allelix Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; in accordance with the terms of the Allelix Warrants, after the Effective Time, a holder of Allelix Warrants shall be entitled, upon the exercise of such warrants, to receive in lieu of the number of Allelix Common Shares to which such holder was theretofore entitled to receive upon such exercise, that aggregate number of Exchangeable Shares or NPS Common Shares, as applicable, that such holder would have been entitled to receive under the Plan of Arrangement if such holder had been the registered holder of that number of Allelix Common Shares that such holder was theretofore entitled to receive if all such holder's Allelix Warrants had been exercised immediately prior to the Effective Time; in accordance with the terms of the Allelix Options, after the Effective Time, a holder of Allelix Options shall be entitled, upon the exercise of such options, to receive in lieu of the number of Allelix Common Shares to which such holder was theretofore entitled to receive upon such exercise, that aggregate number of Exchangeable Shares or NPS Common Shares, as applicable, that such holder would have been entitled to receive under the Plan of Arrangement if such holder had been the registered holder of that number of Allelix Common Shares that such holder was theretofore entitled to receive if all such holder's Allelix Options had been exercised immediately prior to the Effective Time; and NPS shall issue to and deposit with the Trustee the Special Voting Share, in consideration of the payment to NPS of U.S. $1, to be thereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the holders of the Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement.

Arrangement. (1) Prior to the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to 3.1 On the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior subject to the Effective Timeprovisions of Article 5 hereof, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation following will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall will be deemed to occur as set out below in the following sequence without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A issued Cangold Share outstanding at immediately prior to the Effective Time, other than a Class A Share Time held by a Cangold Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality, to Great Panther, free and clear of any liens, claims and encumbrances in consideration for the right to receive the consideration in the amount and payable in accordance with Article 6, and: (i) a such Cangold Shareholder will cease to be the registered holder of such Dissenting Holder who has validly exercised his, her or its Dissent Right, Shares and will cease to have any rights as registered holders of such Cangold Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 6.2(a); (ii) if applicable, such Cangold Shareholder’s name will be removed as the Purchaser, Acquisitionco registered holder of such Dissenting Shares from the registers of Cangold Shares maintained by or any on behalf of their affiliates Cangold; and (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall iii) Great Panther will be deemed to be assigned the transferee of such Dissenting Shares, free and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held;clear of any liens, claims and encumbrances; and (b) immediately thereafter, each Class A issued and outstanding Cangold Share (other than (i) any Cangold Share in respect of which a Class A registered Cangold Shareholder has validly exercised his, her or its Dissent Right shall and (ii) Cangold Shares held by Great Panther) will be directly assigned deemed to have been transferred to, and transferred acquired by Great Panther, without any act or formality on the part of the holder of such Dissenting Holder to Acquisitionco (Cangold Share or Great Panther, free and clear of all Liens) liens, claims and encumbrances, in accordance exchange for such number of Great Panther Shares equal to the Exchange Ratio, provided that the aggregate number of Great Panther Shares payable to any Cangold Shareholder, if calculated to include a fraction of a Great Panther Share, will be rounded down to the nearest whole Great Panther Share, with Article 3; and (c) no consideration being paid for the names fractional share, and the name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall each such Cangold Shareholder will be removed from the applicable registers register of holders of Class A Cangold Shares and added to the register of holders of Great Panther Shares, and Acquisitionco shall Great Panther will be recorded as the registered holder of the Class A such Cangold Shares so transferred exchanged and shall will be deemed to be the legal and beneficial owner thereof.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below sequentially in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged all rights issued under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), Skye Shareholder Rights Plan shall be deemed to have expired and terminated and shall have no further force or effect and the definitions of “Termination Time” and “Expiration Time” in the Skye Shareholder Rights Plan and the provision for termination set out in section 5.19(a)(ii) of the Skye Shareholder Rights Plan shall be assigned deemed to include the termination of the rights provided hereunder as of the Effective Time and transferred by the holder thereof Skye Shareholder Rights Plan shall be deemed to Acquisitionco in exchange for the Consideration for each Class A Share heldhave terminated and shall have no further force or effect; (b) each Class A Skye Share in respect of which held by a Class A Dissenting Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and deemed to be transferred by such Dissenting Holder to Acquisitionco (the holder thereof, free and clear of all Liens) liens, claims and encumbrances, to HudBay and HudBay shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3; and (c) 4 hereof, and the names name of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco such holder shall be removed from the applicable registers central securities register as a holder of holders of Class A Shares, Skye Shares and Acquisitionco HudBay shall be recorded as the registered holder of the Class A Skye Shares so transferred and shall be deemed to be the legal owner of such Skye Shares; (c) each Skye Share held by a Former Skye Shareholder (other than a Dissenting Shareholder or HudBay or any subsidiary of HudBay) shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, to HudBay and beneficial in consideration therefor HudBay shall issue HudBay Shares on the basis of 0.61 of a fully paid and non-assessable HudBay Share (the “Share Exchange Ratio”) for each Skye Share plus $0.001 in cash for each Skye Share, subject to Sections 3.03, 3.04 and Article 5 hereof, and the name of such holder shall be removed from the central securities register as a holder of Skye Shares and HudBay shall be recorded as the registered holder of the Skye Shares so transferred and shall be deemed to be the legal owner of such Skye Shares; (d) each Skye Option outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged for an option (a “Converted HudBay Option”) of HudBay to acquire (on the same terms and conditions as were applicable to such Skye Option immediately before the Effective Time under the Skye Stock Option Plan and the agreement evidencing the grant except to the extent that such Converted HudBay Option will expire on the expiry date for such option), the number (rounded down to the nearest whole number) of HudBay Shares equal to the product of: (A) the number of Skye Shares subject to such Skye Option immediately prior to the Effective Time and (B) the Share Exchange Ratio. The exercise price per HudBay Share subject to any such Converted HudBay Option shall be the amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of (A) the exercise price per Skye Share subject to such Skye Option immediately before the Effective Time divided by (B) the Share Exchange Ratio, provided that the exercise price otherwise determined shall be adjusted to the extent, if any, required to ensure that the Converted HudBay Option In the Money Amount immediately after the exchange is equal to the Skye Stock Option In the Money Amount of the exchanged Skye Option immediately before the Effective Time; (e) on the Effective Date the Skye DSU Plan is amended to provide that each outstanding Skye DSU shall thereafter relate to the number of HudBay Shares determined by multiplying the number of Skye Shares to which such Skye DSU relates by the Share Exchange Ratio, all references to “Shares” in the Skye DSU Plan shall be deemed to be references to HudBay Shares or to the number of HudBay Shares so determined and to make such other changes necessary to give effect to the foregoing and to ensure that it qualifies a plan described in regulation 6801(d) under the Tax Act; (f) each Skye Share held by HudBay including the Skye Shares acquired pursuant to Sections 3.01(b) and (c) hereof shall be transferred to Subco in consideration of the issue by Subco to HudBay of one common share (“Subco Common Share”) of Subco for each Skye Share so transferred; (g) the capital in respect of the Skye Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (h) Skye and Subco shall amalgamate to form one corporate entity (“Amalco”); (i) from and after the Effective Date, at the time of the step contemplated in Section 3.01(h): (i) Amalco will own and hold all property, rights and interests of Skye and Subco and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such amalgamation, and all liabilities and obligations of Skye and Subco, whether arising by contract or otherwise, may be enforced against Skye to the same extent as if such obligations had been incurred or contracted by it; (ii) Amalco will continue to be liable for all of the liabilities and obligations of Skye and Subco; (iii) all property, rights, contracts, permits and interests of Skye and Subco will continue as property, rights, contracts, permits and interests of Amalco and, for greater certainty, the amalgamation will not constitute a transfer or assignment or any other disposition of the property, rights or obligations of either of Skye or Subco under any such property, rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a civil, criminal or administrative action or legal proceeding being prosecuted or pending by or against either Subco or Skye may be continued by or against Amalco; (vi) a conviction against, or ruling, order or judgment in favour of or against either Subco or Skye may be enforced by or against Amalco; (vii) HudBay shall receive on the amalgamation one common share (“Amalco Common Share”) of Amalco in exchange for each Subco Common Share previously held and all of the issued and outstanding Skye Shares will be cancelled without any repayment of capital in respect thereof; (viii) the name of Amalco shall be “Skye Resources Inc.”; (ix) Amalco shall be authorized to issue an unlimited number of common shares without par value; (x) the articles of the Amalco shall be substantially in the form of Skye’s articles; (xi) the first annual general meeting of Amalco will be held within 18 months from the Effective Date; (xii) the first directors of Amalco following the amalgamation shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, H. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. Swinoga; and (xiii) the capital of common shares of Amalco will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the shares of Subco immediately prior to the amalgamation.

Arrangement. (1) Prior to At the Effective Time, pursuant to the following steps terms hereof and the Plan of Arrangement, Yamana and Northern Orion will occur as set out beloweffect a combination of their respective businesses by way of an Arrangement under the BCBCA pursuant to which: (a) Effective at 11:00 p.m. on each outstanding Northern Orion Common Share (other than Northern Orion Common Shares held by a holder who has validly exercised its Dissent Rights and who is ultimately entitled to be paid fair value for the day prior to holder’s Northern Orion Common Shares, or held by Yamana or any Subsidiary of Yamana) will be exchanged by the Effective Date, holder thereof for 0.543 of a Yamana Common Share (the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur “Northern Orion Share Exchange Ratio”) plus $0.001 in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.cash; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is Northern Orion Employee Option outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, shall be exchanged for an option (a “Converted Yamana Option”) to acquire (on the same terms and in exchange conditions as were applicable to such Northern Orion Employee Option immediately before the Effective Time under the relevant Northern Orion Option Plan under which it was issued and the agreement evidencing the grant except to the extent that such Converted Yamana Option will expire on the earlier of the expiry date for such cancellation will pay option and one year after the Effective Date if the holder thereof ceases to be an employee, director or officer of Northern Orion as of the Effective Date and does not then become an employee, consultant, director or officer of Yamana or a Yamana Material Subsidiary on that date), the number (rounded down to the holders thereof nearest whole number) of Yamana Common Shares equal to the amounts set forth in product of: (A) the acknowledgments number of Northern Orion Common Shares subject to such Northern Orion Employee Option immediately prior to the Effective Time and releases executed (B) the Northern Orion Share Exchange Ratio. The exercise price per Yamana Common Share subject to any such Converted Yamana Option shall be an amount (rounded up to the nearest one-hundredth of a cent) equal to the quotient of (A) the exercise price per Northern Orion Common Share subject to such Northern Orion Option immediately before the Effective Time divided by such holders(B) the Share Exchange Ratio, provided that the exercise price otherwise determined shall be adjusted to the extent, if any, required to ensure that the In the Money Amount of the Converted Yamana Option immediately after the exchange is equal to the In the Money Amount of the exchanged Northern Orion Option immediately before the Effective Time; and (c) Immediately in accordance with the terms of the Northern Orion Warrants and Northern Orion Non-Employee Options, each Northern Orion Warrant and each Northern Orion Non-Employee Option outstanding immediately prior to the Effective Time, each of shall entitle the Denco Trust holder thereof to receive upon exercise, (on the same terms and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution conditions as were applicable to the Company; (2) At such Northern Orion Warrant or Northern Orion Non-Employee Option immediately before the Effective Time except to the following shall occur extent that the Northern Orion Non-Employee Option will expire on the earlier of the expiry date for such option and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at one year after the Effective Time: (a) each Class A Share outstanding at Date if the holder thereof ceases to be a consultant of Northern Orion as of the Effective TimeDate and does not then become an employee, other than consultant, director or officer of Yamana or a Class A Share held by Yamana Material Subsidiary on that date) (i) a Dissenting Holder who has validly exercised histhe number (rounded down to the nearest whole number) of Yamana Common Shares equal to the product of: (A) the number of Northern Orion Common Shares subject to such Northern Orion Warrant or Northern Orion Non-Employee Option, her or its Dissent Rightas the case may be, immediately prior to the Effective Time and (B) the Northern Orion Share Exchange Ratio and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco Cdn. $0.001 in exchange for the Consideration for each Class A Share held; (b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and (c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereofcash.

Arrangement. (1) Prior to At the Effective Time, the following steps will occur as set out below: (a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.; (b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and (c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company; (2) At the Effective Time the following shall occur and shall be deemed to occur as set out below in the following order without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time: (a) each The authorized share of capital of the Corporation shall be amended to authorize an unlimited number of Exchangeable Shares; as a result of such amendment the Corporation shall have two classes of authorized share capital, namely, an unlimited number of Class A Share Common Shares and an unlimited number of Exchangeable Shares, the rights, privileges, restrictions and conditions attaching to each of which classes shall be set out in Appendix A. (b) All of the outstanding at the Effective TimeTurbotak Common Shares and Turbotak Class B Shares, other than a except Turbotak Common Shares or Turbotak Class A Share B Shares held by holders who have exercised their rights of dissent in accordance with section 3.1 hereof and who are ultimately entitled to be paid fair market value for such shares (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliatehereinafter "Dissenters"), shall be deemed to be assigned and transferred exchanged by the holder holders thereof to Acquisitionco in exchange for Exchangeable Shares, the Consideration for each Class A Share held; (b) each Class A Share in respect number of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred in the case of each holder, equal to the product obtained by multiplying 8,200,000 by a fraction, the numerator of which is the number of Turbotak Common Shares or Class B Shares owned by such Dissenting Holder to Acquisitionco holder at Closing and the denominator of which is the total number of outstanding Turbotak Common Shares and Class B Shares at Closing (free and clear of all Liens) in accordance with Article 3; andthe "Total Turbotak Outstanding Shares"). (c) Upon the names exchange referred to in subsection 2.1(b) above, each holder of the exchanged Turbotak Common Shares or Turbotak Class A Shareholders whose Class A B Shares were transferred shall cease to Acquisitionco be such a holder, shall be have his name removed from the applicable registers register of holders of Turbotak Common Shares and Class A Shares, B Shares and Acquisitionco shall be recorded as the registered become a holder of the Class A number of fully paid Exchangeable Shares so transferred to which he is entitled as a result of such exchange and such holder's name shall be deemed added to the legal register of holders of Exchangeable Shares accordingly. (d) The Corporation shall add to its stated capital account in respect of Exchangeable Shares issued pursuant to subsection 2.1(b) an amount equal to the aggregate fair market value of the Turbotak Common Shares and beneficial owner thereofTurbotak Class B Shares exchanged pursuant to subsection 2.1(b) and immediately thereafter such stated capital shall be reduced to an amount equal to the aggregate of the paid-up capital, for purposes of the Income Tax Act (Canada), of the Turbotak Common Shares and Turbotak Class B Shares exchanged pursuant to subsection 2.1(b), all as determined by the Board of Directors of the Corporation.