Common use of Arrangement Clause in Contracts

Arrangement. (1) 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, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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) At Commencing at the Effective Time each of the following events shall transactions will occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 Each Entrée Common Share in respect of which a Phivida registered Entrée Shareholder has validly exercised hisDissent Rights and for which the registered Entrée Shareholder is ultimately entitled to be paid fair value (each a “Dissent Share”) shall be repurchased by Entrée for cancellation in consideration for a debt-claim against Entrée to be paid the fair value of such Dissent Share in accordance with Article 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, her or its 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 RightShares) will be transferred tomultiplied by 0.45, B is the number of issued and outstanding Spinco Common Shares immediately before that time, and acquired by ChoomC 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, without any act or formality 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 part 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 identifying name of the issued and unissued Entrée Common Shares from “Common shares” to “Class A 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 B Common shares” having special rights and restrictions identical to those attaching to the Entrée Common Shares prior to 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 Phivida Share or Choomrounding, free the aggregate In The Money Amount of the Entrée Replacement Stock Option and clear 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 Liens, in exchange for accordance with the applicable Consideration, provided intention to comply with the provisions of subsection 7(1.4) of the Tax Act except that the aggregate number of Choom Shares payable Spinco Replacement Stock Options issuable to any one Phivida Shareholder, if calculated to include a fraction holder of Entrée Stock Options having a Choom Share, will common expiry date and exercise price shall be rounded down to the nearest whole Choom Sharenumber, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to and all Entrée Stock Options shall thereupon be the holder of such Phivida Shares and the name of cancelled (each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Sharesdisposition, receipt, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; andcancellation, collectively, an “Option Exchange”); (ce) 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 Each Entrée Warrant shall be exchanged for for (i) one Entrée Replacement Warrant having an option (each, a “Replacement Option”) to purchase from Choom, the number of Choom Shares exercise price equal to the product obtained when by multiplying: (A) the number exercise price of Phivida Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied Entrée Warrant; by (B) the Exchange Entrée Ratio, provided 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 if the foregoing would result in the issuance of a fraction of a Choom Share on any particular exercise of Replacement Options, then the aggregate number of Choom Shares otherwise 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 Choom 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. The exercise price per Choom , 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 subject to a Replacement Option 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 central securities register for the Entrée Common Shares and added to the central securities register for the Entrée Class B Common Shares and the Spinco Common Shares as the holder of the number of Entrée Class B Common Shares and Spinco Common Shares, respectively, received pursuant to the Share Exchange, (iv) the Entrée Common Shares shall be cancelled and the capital in respect of such shares shall be reduced to nil, and (v) an amount equal to the quotient obtained whencapital 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 altered 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) At 3.1 On the Effective Time each Date, the following shall occur and 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) Petro Basin will transfer the 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 following Share Distribution Record Date, and Petro Basin will be added to the central securities register of Subco in respect of such Subco Shares; (b) 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 Plan 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 holders of the Petro Basin Class A Shares will be deemed to have been removed from the central securities register of Petro Basin and 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 used for purposes of the Tax Act) of the Petro Basin Class A Shares immediately prior to the Effective Date 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 the central securities register of Petro Basin; (g) The Distributed Subco Shares transferred to the holders of the Petro Basin Class A Preferred Shares pursuant to step §(e) above will be registered in the names of the former holders of Petro Basin Class A Preferred Shares and 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 eliminating, if the Petro Basin Board so chooses, the Petro Basin Class A Shares and the Petro Basin Class A Preferred Shares therefrom; and (i) 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 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 Petro Basin Class A Shares and the 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 deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the OBCA. 3.5 The Arrangement shall become final and conclusively binding on the Petro Basin Shareholders, the Subco Shareholders, Petro Basin, and Subco, on the Effective Date. 3.6 Notwithstanding that the transactions and events set out in §3.1 shall occur and shall be deemed to occur sequentially as in the chronological order therein set out below without any further authorization, act or formality, in each caseof Petro Basin and Subco shall be required to make, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 do and execute or formality to Phivida for cancellation, free cause and clear of any Liens, and such Phivida Shareholder will cease 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 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 transactions or events set out in Section 4.1(2)§3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefore, and such Phivida Shareholder’s name will be removed as the registered holder of such Dissenting Shares any necessary additions to or deletions 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 whenshare registers.

Arrangement. (1) At the Effective Time each of Time, the following events shall and transactions set out in Subsections 3.01(1)(a) to 3.01(1)(o), inclusive, will occur and shall be deemed to occur sequentially as occur, unless otherwise provided, in the order set out below below, without any further authorization, act or formality, in and with each case, unless stated otherwise, effective as at one 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 Phivida Share outstanding immediately prior 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 Time 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 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 Exercise Price Proportion; and (ii) acknowledge that the grant of the Cenovus Replacement Stock Options 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 surrender of Cenovus Replacement Stock Options by individuals who are not, immediately after the Effective Time, Subco Employees; (g) each holder of an EnCana SAR will dispose of the 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 EnCana SAR held by the holder, the holder will instead hold an EnCana Replacement SAR and a Phivida 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 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 have been are 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(2exercised), and such Phivida Shareholder’s name will be removed as the registered holder 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 such Dissenting Shares from Subsection 85(1) or Subsection 85(2) of the central securities register of holders of Phivida Shares Tax Act with any EnCana Shareholder; (ii) subject to Subsection 3.01(1)(h)(iii), the amount in the stated capital account maintained by or on behalf of Phivida, and Phivida will be deemed to be EnCana for the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting EnCana Common Shares will be cancelled deducted from such account and returned to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) portion thereof will be transferred to, and acquired added to the stated capital account maintained by Choom, without any act or formality on the part EnCana for each of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida New EnCana Common Shares and the name EnCana Special Shares based on the proportion thereof that the fair market value of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida two classes of shares is of the fair market value of the EnCana Common Shares so exchanged and will be deemed to be exchanged, with all such fair market values determined in accordance with the legal and beneficial owner thereofauthorization of the board of directors of EnCana at the time of the Initial EnCana Share Exchange; and (ciii) each Phivida Option which is outstanding and has not been duly exercised prior the amounts to be added to the Effective Time 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; (whether or unvestedi) notwithstanding 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 Phivida Option Plan, will be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, the number of Choom Shares equal Rights which were attached to the product obtained when (A) the number of Phivida EnCana Common Shares subject to the Phivida Option immediately prior to the Effective Time Time, 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 after 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 the case of an Eligible Holder that is multiplied a partnership, Subsection 85(2) of the Tax Act), and the corresponding provisions of any applicable provincial legislation, apply to the Initial Cenovus Share Exchange with the agreed amount to be specified by such Eligible Holder (Bsubject to the limitations set out in the Tax Act and any applicable provincial legislation); and (ii) in accordance with the Exchange RatioCBCA, Cenovus will add to the stated capital account maintained by Cenovus for the Cenovus Common Shares an amount that will not exceed the aggregate PUC of the 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 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 if the foregoing would result Cenovus Rights Plan has been approved by the EnCana Shareholders, a Right will be issued by Cenovus in the issuance respect of a fraction of a Choom each Cenovus Common Share on any particular exercise of Replacement Options, then the number of Choom Shares otherwise issuable shall be rounded down outstanding pursuant to the nearest whole number Cenovus Rights Plan; (n) EnCana will transfer to Cenovus all of Choom 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 exercise price per Choom Share subject to a Replacement Option shall agreed amount in respect of the election will not exceed the fair market value of the Distribution Property. The agreed amount will be an amount equal to the quotient obtained whengreater 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) Immediately after the Listing Time, the events and transactions set out in Subsections 3.01(2)(a) to 3.01(2)(k), inclusive, will occur and be deemed to occur 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) Cenovus will redeem for cancellation all of the outstanding Cenovus Special Shares held by EnCana for an amount equal to the aggregate redemption amount (as determined pursuant to the articles of Cenovus) for such Cenovus Special Shares and will issue to EnCana as the sole consideration therefor a demand promissory note (the “Cenovus Redemption Note”) in a prin

Arrangement. (1) At the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Peak Common Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all 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 4 hererof, and the name of such holder shall be removed from the central securities register as a holder of Peak Common Shares and New Gold shall be recorded as the registered holder of the 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 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 Phivida Shareholder in respect director of which Dissent Rights have been validly exercised will Peak who ceases to be a director of Peak on the Effective Date shall be deemed to have been transferred without any further act or formality amended to Phivida for cancellation, free and clear of any Liens, and provide that 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of option shall not expire until 12 months after the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease Peak Option ceased to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added eligible to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; andhold Peak Options; (cA) each Phivida Option which is outstanding and has not been duly exercised prior to the Effective Time (whether or unvested) notwithstanding in accordance with the terms of the Phivida Option PlanPeak Warrant Indentures, will be exchanged for an option (each, each holder of 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 Peak Warrant outstanding immediately prior to the Effective Time is multiplied by 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 Exchange Ratioterms 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, provided 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 foregoing would result 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 issuance form of a fraction Peak’s articles; (xi) the first annual general meeting of a Choom Share on any particular exercise the Merged Company will be held within 18 months from the Effective Date; (xii) the first directors of Replacement Options, then the number of Choom Shares otherwise issuable Merged Company following the merger shall be rounded down to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (xiii) the nearest whole number capital of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall common shares of the Merged Company will be an amount equal to the quotient obtained whenpaid 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) At Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time each and as more fully set forth in the Plan 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, unless stated otherwise, effective as at one minute intervals starting at the Effective TimeArrangement: (a) each Phivida Each Company Common Share issued and outstanding immediately prior to the Effective Time held by a Phivida Shareholder shareholder of the Company that has validly exercised its Dissent Right in respect of which Dissent Rights have been validly exercised the Arrangement will be deemed transferred by such shareholder 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;Acquiror Canadian Sub. (b) each Each Company Common Share issued and outstanding Phivida Share immediately prior to the Effective Time (other than any Phivida Share 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 which a Phivida Shareholder has validly the Arrangement have been properly exercised his, her or its Dissent Rightand not withdrawn) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, shareholder to Acquiror Canadian Sub in exchange for the applicable Consideration. (c) Each outstanding Company Stock Option, provided 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 converted automatically at the aggregate Effective Time into an option, restricted stock unit or restricted stock award, as the case may be, denominated in shares of Acquiror Common Stock based on the Share Exchange Ratio and subject to terms and conditions substantially identical to those in effect at the Effective Time (each such assumed Company Compensatory Award, an “Assumed Company Award”), except that (i) the number of Choom Shares payable to any one Phivida Shareholder, if calculated to include a fraction shares of a Choom Share, 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 Choom Shareshare) and (ii) if applicable, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name exercise or purchase price per share of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 Assumed Company Award shall equal to the product obtained when (A) the number per share exercise or purchase price of Phivida Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied each such Assumed Company Award divided by (B) the Share 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 Ratio (rounded down upwards to the nearest whole number of Choom Sharescent). The exercise price per Choom Share subject to a Replacement Option At the Effective Time, Acquiror shall be an amount equal to assume the quotient obtained whenCompany Stock Plan.

Arrangement. (1) At 3.1 Commencing at the Effective Time Time, each of the following events set out below shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective formality except as at one minute intervals starting at the Effective Timeotherwise provided herein: (a) US Gold shall contribute cash in the amount of $1 million to Callco in exchange for the 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 the issuance of an additional 150,000,000 shares of common stock of Exchangeco to Callco; (b) Subject to Section 5.5, each Phivida Share issued and outstanding Minera Andes Share, other than those held by Dissenting Shareholders, will be transferred to Exchangeco in exchange for such number of fully paid and non-assessable Exchangeable Shares as is equal to the number of Minera Andes Shares so exchanged multiplied by the Exchange Ratio, and such transfer shall be 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 held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will shall be deemed to have been transferred without any further act or formality to Phivida converted 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 an option (a "Replacement Option") to purchase such number of US Gold Shares equal to the transferee product of the Exchange Ratio multiplied by the number of Minera Andes Shares issuable upon exercise of such Dissenting Shares, free and clear of any Liens, and such Dissenting Shares will be cancelled and returned Minera Andes Option. Such Replacement Option shall provide for an exercise price per US Gold Share equal to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder exercise price per share of such Phivida Share or Choom, free and clear of all Liens, in exchange for Minera Andes Option immediately prior to the applicable Consideration, Effective Time divided by the Exchange Ratio provided that the aggregate number of Choom Shares payable exercise price otherwise determined shall be adjusted to any one Phivida Shareholderthe extent, if calculated any, required to include 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 Choom US Gold Share, will then the number of US Gold Shares subject to such Replacement Option shall be rounded down to the nearest next whole Choom Share, with no consideration being paid number of US Gold Shares and the total exercise price for the Replacement Option will be reduced by the exercise price of the fractional shareUS 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 the registered holder thereof to Minera Andes and Minera Andes shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 in exchange for such Phivida Shareholder will cease to be the holder of such Phivida Shares Minera Andes Shares, and the name of each such Phivida Shareholder will holder shall be removed from the 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 Phivida the Exchangeable Shares in accordance with the Voting and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 whenTrust Agreement.

Arrangement. (1) At Beginning at the Effective Time each of Implementation Time, the following events or transactions shall occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Glyko Common Share issued and outstanding immediately prior to the Effective Time 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 cancellationImplementation Time, 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 any Dissenting Shares, free and clear of any Lienswill be automatically exchanged, and subject to the provisions hereof, such Dissenting that such Glyko Common Shares will be cancelled and returned transferred to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, BioMarin Nova Scotia in exchange for the applicable Consideration, provided delivery by BioMarin Nova Scotia to the former holders of such Glyko Common Shares of that the aggregate number of Choom Shares payable to any one Phivida Shareholder, if calculated to include a fraction portion of a Choom Share, will be rounded down share of BioMarin Common Stock equal to the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Exchange Ratio and each Glyko Common Shareholder will shall cease to be the a holder of such Phivida Glyko Common Shares and the name of each such Phivida Shareholder will holder shall be removed from the central securities register of holders of Phivida Shares Glyko Common Shareholders and added to the register of holders of Choom SharesBioMarin Common Stock (whereupon there shall be no Glyko Common Shareholders other than BioMarin Nova Scotia); (b) in the event of an entitlement to receive a fraction of a share of BioMarin Common Stock, and Choom will be recorded as such holder shall have the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereofrights provided for in Section 4.06; and (c) each Phivida Glyko 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 shall be exchanged for an option (each, a “"Replacement Option”") to purchase from Choom, the a number of Choom Shares shares of BioMarin Common Stock equal to the product obtained when (A) of the Exchange Ratio and the number of Phivida Glyko Common Shares subject issuable pursuant to the Phivida Option such Glyko Option, whether exercisable or unexerciseable, immediately prior to the Effective Time is multiplied by (B) the Exchange RatioImplementation Time, 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 Sharesshares. The Such Replacement Option will provide for an exercise price per Choom Share subject share of BioMarin Common Stock equal to a 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 an amount equal equivalent to those of the quotient obtained whenGlyko Option it replaces, except for such changes as are triggered by the entry by Glyko into this Plan of Arrangement. In such case any document or agreement evidencing a replaced Glyko Option shall be terminated. Subject to Section 2.03, the maximum number of shares of BioMarin Common Stock issuable in connection with the exchange of Glyko Common Shares for BioMarin Common Stock shall be 11,367,617 and, if the number 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) At the Effective Time each of Unless otherwise indicated, the following events shall occur and shall be deemed to occur sequentially occur, as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time, sequentially in the following order without any further act or formality: (a) each Phivida Share outstanding immediately prior to Each In the Effective Time 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided Money Esperanza Option 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 shall be deemed to be surrendered and shall be cancelled, each agreement relating to each In the terms Money Esperanza Option shall be terminated and of no further force and effect and each holder of In the Phivida Option Plan, will Money Esperanza Options shall be exchanged entitled to receive 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 each Esperanza Share subject to such In the Phivida Money Esperanza Option immediately prior to the Effective Time is multiplied Time: (i) a cash payment from or on 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 (Bii) the Exchange Ratio, 0.0625 Alamos Warrants; provided that if the foregoing would result in the issuance of a fraction of a Choom Share on any particular exercise of Replacement Optionsan Alamos Warrant, then the number of Choom Shares Alamos Warrants otherwise issuable issued shall be rounded down up to the nearest whole number of Choom Shares. The exercise price per Choom Share subject Alamos Warrants. (b) Each Out of the Money Esperanza Option that has not been duly exercised prior to a Replacement the Effective Time shall be deemed to be surrendered and shall be cancelled, each agreement relating to each Out of the Money Esperanza Option shall be an amount equal terminated and of no further force and effect. (c) The Esperanza Shares held by Dissenting Shareholders shall be deemed to have been surrendered to Subco for cancellation (free and clear of 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 section 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. (d) Each Esperanza Share issued and outstanding at the Effective Time will be deemed to be transferred to and acquired by Subco (without any action on the part of the holder of the Esperanza Shares and free and clear of any Liens) and each Former Esperanza Shareholder shall be deemed to 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 quotient obtained whenEffective 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 register of Esperanza Shareholders and Subco will be added to the register of 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 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 rounded up to the nearest whole number of Alamos Warrants.

Arrangement. (1) At Pursuant to the Arrangement, at the Effective Time each of Time, the following events transactions shall occur and shall be deemed to occur sequentially as set out below consecutively in the following order and without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one five minute intervals starting at the Effective Time: (a) notwithstanding the terms of the Richmont Rights Plan, the Richmont Rights Plan shall be terminated and all rights issued pursuant to the Richmont Rights Plan shall be cancelled without any payment in respect thereof; (b) each Phivida Share Richmont Option outstanding immediately prior to the Effective Time held shall be exchanged for an option (a “Replacement Option”) granted by a Phivida Shareholder in respect Alamos to acquire that number of which Dissent Rights have been validly exercised will be deemed Alamos Common Shares equal to have been transferred without any further act or formality the Exchange Ratio multiplied by the number of Richmont Shares subject 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable ConsiderationRichmont Option, provided that the aggregate number of Choom Alamos Common Shares payable issuable 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of Richmont Options pursuant to such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 Options shall be rounded down to the nearest whole number of Choom Alamos Common Shares. The Such Replacement Option shall have an exercise price per Choom Alamos Common Share subject equal to a the exercise price per Richmont Share of such Richmont Option immediately prior to the Effective Time divided by the Exchange Ratio, 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 Richmont Option before the exchange. The Replacement Option shall have no vesting provisions and an amount expiry date of one year from the date of issuance. Except, as provided in this Section 3.1(b), the conditions to and manner of exercising and all other terms and conditions of such Replacement Option will be the same as the Richmont Option for which it is exchanged, and any document or agreement previously evidencing such Richmont Option shall thereafter evidence and be deemed to evidence such Replacement Option. (c) each Richmont DSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Richmont DSU Plan, shall, without any further action by or on behalf of the holder thereof, be deemed to be assigned and transferred by such holder to Richmont in exchange for a cash payment from Richmont equal to the quotient obtained whenamount of the Consideration Cash Value, and each such Richmont DSU shall immediately be cancelled. Notwithstanding the foregoing, any payment or settlement in respect of a Richmont DSU that immediately prior to the exchange described in this Section 3.1(c) constituted deferred compensation subject to Section 409A of the U.S. Internal Revenue Code shall be made on the earliest practicable payment or settlement date for such Richmont DSU that does not give rise to a violation of, or the imposition of taxes or penalties under, Section 409A of the U.S. Internal Revenue Code; (d) each Richmont RSU outstanding immediately prior to the Effective Time, other than the Retained Employee RSUs (whether vested or unvested), notwithstanding the terms of the Richmont LTIP, shall, without any further action by or on behalf of the holder thereof, be deemed to be assigned and transferred by such holder to Richmont in exchange for a cash payment from Richmont equal to the amount of the Consideration Cash Value and each such Richmont RSU shall immediately be cancelled; (e) each Retained Employee RSU outstanding immediately prior to the Effective Time shall be exchanged for an award (a “Replacement RSU”) granted by Alamos having a value equal to the value of such Retained Employee RSU immediately prior to the Effective Time, which shall be determined with reference to Alamos Common Shares based on the Exchange Ratio, provided that the Exchange Ratio shall be modified in a manner such that the aggregate fair market value of the Alamos Common Shares to be acquired or received under the Replacement RSU immediately after the issuance of the Replacement RSU will not exceed the aggregate fair market value of the Richmont Shares that would have been acquired or received under the Retained Employee RSU immediately before the issuance of the Replacement RSU. Except as provided in this Section 3.1(e), the terms and conditions of such Replacement RSU will be the same as the Retained Employee RSU for which it is exchanged, and any document or agreement previously evidencing such Retained Employee RSU shall thereafter evidence and be deemed to evidence such Replacement RSU; (f) all Richmont Shares held by Dissenting Shareholders shall be deemed to have been assigned and transferred (free and clear of all Liens) to Richmont in exchange for a debt claim against Richmont in an amount determined in accordance with Section 5.1 hereof, and: (i) such Dissenting Shareholders shall cease to be the holders of such Richmont Shares and to have any rights as Richmont Shareholders other than the right to be paid the fair value for such Richmont Shares as set out in Section 5.1; (ii) the name of each such holder will be removed as a Richmont Shareholder from the registers of Richmont Shareholders maintained by or on behalf of Richmont in respect of the Richmont Shares; and (iii) the holder of each such Richmont Share immediately prior to such transfer shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to so assign and transfer such Richmont Share; and (g) each Richmont Share (other than Richmont Shares held by Dissenting Shareholders which were assigned and transferred to Richmont pursuant to Section 3.1(f)) shall be deemed to have been assigned and transferred (free and clear of all Liens) to Alamos in exchange for the Consideration.

Arrangement. (1) At Commencing at the Effective Time 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, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) at the Effective Time, the Purchaser shall subscribe for one Common Share from the Company for a subscription price in cash equal to $61.50, and the Purchaser shall be entered on the register of Common Shares maintained by or on behalf of the Company; (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 Phivida Share 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 Time, each of the Common Shares held by a Phivida Shareholder Dissenting Holders in respect of which Dissent Rights have been validly exercised will shall be deemed to have been transferred and shall be deemed, without any further act or formality formality, to Phivida for cancellation, be transferred to the Purchaser (free and clear of any all Liens) in consideration for a debt claim against the Purchaser for an amount in cash determined under Article 3, and and: (i) such Phivida Shareholder will Dissenting Holders shall cease to be the registered holder holders of such Dissenting Common Shares and will cease to have any rights as registered holders of such Phivida Common Shares other than the right to be paid by Phivida, out of its separate assets, a cash amount equal to the fair value for of such Dissenting Common Shares as set out in Section 4.1(2), and 3.1; (ii) such Phivida Shareholder’s name will Dissenting Holders’ names shall be removed as the registered holder holders of such Dissenting Common Shares from the central securities register of holders of Phivida Common Shares maintained by or on behalf of Phivida, and Phivida will the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting Common 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, 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 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 X Common Share and (y) one Preferred Share, which Class X Common Shares (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 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 register of the Common Shares maintained by or on behalf of the Company; (C) each holder of Common Shares so exchanged shall be 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 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 transferee of all such Class X Common Shares free and 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 ConsiderationEquity 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, provided that 2014 shall, automatically and without any required action on the aggregate 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 Choom Parent Shares payable equal to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be the product (rounded down to the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder number) of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and (cx) 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 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 the product obtained when (A) the number exercise price per Common Share of Phivida Shares subject to the Phivida such Company Option immediately prior to the Effective Time is multiplied such time divided by (B) the Exchange Equity Award Conversion Ratio; provided, provided however, that if the foregoing would result in the issuance of a fraction of a Choom Share on any particular exercise of Replacement Options, then price and the number of Choom Parent Shares otherwise issuable 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 Choom Shares. The exercise price per Choom Share Common Shares subject to such Company RSU immediately prior to such time (based on a Replacement Option 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 an amount equal to the quotient obtained whentreated as set forth in Section 2.3(j)(ii) above

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) At the Effective Time each Buyco shall acquire all issued and outstanding Subco-RI Shares from Pubco for consideration of the following events Purchase Price comprised of the Deposit to be paid on execution of the Arrangement Agreement and the Balance to be paid at Closing; (2) Buyco and Subco-RI shall occur and shall be deemed to occur sequentially exchange securities on a 1:1 basis, as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Timefollows: (a) i. each Phivida Buyco Share, other than a Buyco Share outstanding immediately prior to the Effective Time held by a Phivida Shareholder in respect of for which Dissent Rights have been validly exercised by the holder thereof who is a Dissenting Buyco Shareholder and who is ultimately entitled to be paid fair value for his Buyco Shares, will be deemed to have been transferred exchanged by the holder thereof 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liensliens, in exchange claims and encumbrances, 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 (1) fully paid and non- assessable Subco-RI Share, will be rounded down to the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder holder will be removed from the central securities register of holders of Phivida Shares Buyco and added to the central securities register of holders Subco-RI; ii. the Buyco Shareholder thereof shall be deemed, without any further action on his or her part, to have executed and delivered any necessary transfer form, power of Choom Shares, and Choom attorney or assignment required to transfer his or her Buyco Shares to Subco-RI; and iii. the certificates representing the Buyco Shares held by the former Buyco Shareholders will be recorded as deemed to have been cancelled subsequent to their transfer to Subco-RI and will be replaced by a single share certificate registered in the registered holder name of such Phivida Shares so exchanged Subco-RI and Subco-RI will be and will be deemed to be the legal lawful owner and beneficial owner thereoftransferee of all such Buyco Shares; and (c) each Phivida Option which is outstanding thereafter, any director of Subco-RI will be authorized to execute any such further documents and has not been duly exercised prior assurances as may be required by any transfer agent or depositary to fully give effect 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 whentransfer and cancellations contemplated hereby;

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 Inco Common Share (other than any Phivida an Inco Restricted Share in respect of which or a Phivida Shareholder has validly exercised his, her or its Dissent RightSubject Share) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, thereof to P▇▇▇▇▇ Dodge Subco in exchange for (i) the applicable number of P▇▇▇▇▇ Dodge Common Shares equal to the Exchange Ratio, and (ii) cash in the amount of the Cash 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder holder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Inco Common Shares, and Choom P▇▇▇▇▇ Dodge Subco will be recorded as the registered holder of such Phivida Shares so exchanged Inco Common Share and will be deemed to be the legal and beneficial owner thereof; andof 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 Phivida Inco Option which is outstanding and has not been duly exercised immediately prior to the Effective Time (Time, whether or unvested) notwithstanding not vested, shall be cancelled and in exchange therefor the terms of the Phivida Option Plan, will be exchanged for an holder shall receive a fully vested option granted by P▇▇▇▇▇ Dodge (each, a “Replacement Converted P▇▇▇▇▇ Dodge Option”) to purchase from Choom, 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 of Choom Shares equal (rounded down to the product obtained when nearest whole number) of P▇▇▇▇▇ Dodge Common Shares determined by multiplying (A) the number of Phivida Inco Common Shares subject to the Phivida such Inco Option immediately prior to the Effective Time is multiplied 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 foregoing would result 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 issuance 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 a fraction of a Choom Share on any particular exercise of Replacement Optionsthe Converted P▇▇▇▇▇ Dodge Option), then (i) the number of Choom P▇▇▇▇▇ Dodge Common Shares otherwise issuable shall be (rounded down to the nearest whole number share) having an aggregate fair market value on the date of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall be an amount equal to the quotient obtained whenpositive 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) At Commencing at the Effective Time Time, each of the following events set out below shall occur and shall be deemed to occur sequentially in the following sequence or as set out otherwise provided below or herein, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) Each Chemesis Common Share in respect of which a Chemesis Shareholder has exercised Dissent Rights and for which the Chemesis Shareholder is ultimately entitled to be paid fair value (each Phivida a “Dissent Share”) shall be 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 Dissent Share in accordance with Article 3 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 held by 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 Phivida Shareholder in respect of Chemesis Common Share that is outstanding as at the Effective Date which Dissent Rights have has not been validly duly exercised or cancelled 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged 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 legal Chemesis Option. Each Replacement Chemesis Option will be governed by the terms of the Chemesis Plan and beneficial owner thereofwill 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 same expiry date as the expiry date of the 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 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 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 Phivida Option which 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 prior to the Effective Time (whether or unvested) notwithstanding the terms of the Phivida Option Plan, cancelled will be and will be deemed to be exchanged for an option for: (each, a “A) one fully-vested Replacement Option”) Chemesis Warrant to purchase from Choom, Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the number of Choom Shares equal to the product obtained when Chemesis Warrant. Each Replacement Chemesis Warrant will have: (A1) the number of Phivida Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied by an exercise price per Chemesis Common Share (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 up to the nearest whole number of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall be an amount cent) equal to the quotient obtained whenexercise price of each Chemesis Warrant so exchanged immediately before the Effective Time; and

Arrangement. (1) At the Effective Time on the Effective Date, each of the following events transactions shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share all the issued and outstanding immediately prior to the Effective Time Nord Shares (other than Nord Shares held by a Phivida Shareholder 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 (other 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) shall be, and shall be deemed to be, exchanged with Allied as follows: (i) in respect of which Dissent Rights have been validly exercised will each Nord Shareholder whose Nord Shares are so exchanged, each Nord Share shall be deemed 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 have been transferred without any further act or formality to Phivida for cancellationthe difference, free if positive, between the Aggregate Option Exercise Price and clear of any Liensthe Aggregate Option Worth, and such Phivida Shareholder will amount shall be payable in Allied Shares at the rate of one Allied Share for AUS$0.20; (b) with respect to each Nord Share or Nord Option to which Subsection 2.1(a) applies: (i) the holder thereof shall cease to be the registered a holder of such Dissenting securities and such holder's name shall be removed from the register of Nord Shares and will with respect to such shares or shall cease to have any rights under the Nord Options, as registered holders the case may be; (ii) the holder thereof shall cease to have any rights of action related to the holder's ownership of such Phivida Nord Shares or Nord Options other than the right to be paid the consideration therefor contemplated herein (where applicable, net of withholding tax paid by Phivida, out of its separate assets, fair value for such Dissenting Shares as set out Allied in Section 4.1(2respect thereof); and (iii) Allied shall be, 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 shall be deemed to be be, the transferee of such Dissenting Shares, Nord Shares (free and clear of any Liens, claims) and such Dissenting Shares will shall be cancelled and returned to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than any Phivida Share entered in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded such Nord Shares as the registered holder of such Phivida Shares so exchanged and will be deemed to be 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 (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 (Ad) the number subordinated indebtedness of Phivida Shares subject Nord to the Phivida Option immediately prior to the Effective Time is multiplied by (B) the Exchange Ratio, provided that if the foregoing would result Nord Resources Corporation in the issuance amount of a fraction AUS$280,000 on the books of a Choom Share on any particular exercise of Replacement Options, then the number of Choom Shares otherwise issuable Nord shall be rounded down to converted into shares of Allied at the nearest whole number rate of Choom Shares. The exercise price per Choom AUS$0.20 of such indebtedness for one Allied Share subject to a Replacement Option shall be an amount equal to (or 1,400,000 Allied Shares in the quotient obtained whenaggregate).

Arrangement. (1) At the Effective Time each of Time, except as otherwise noted herein, the following events shall occur and shall be deemed to occur sequentially 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, unless stated otherwise, case effective as at one five minute intervals starting at the Effective Time: (a) the MKS Shareholder Rights Plan shall be terminated and shall be of no further force or effect; (b) each Phivida Vested MKS Option that is outstanding and has not been duly exercised prior to the Effective Time, without any further action on behalf of any holder of such Vested MKS Option and without any payment except as provided in this Plan of Arrangement, and subject to (for greater certainty) applicable withholdings in accordance with Section 5.3, shall be transferred by the holder thereof to MKS in consideration for a cash payment by MKS equal to the product obtained by multiplying the amount by which the Consideration per MKS Common Share exceeds (i) the exercise price of such Vested MKS Option, for a Vested MKS Option denominated in Canadian dollars and (ii) the exercise price of such Vested MKS Option multiplied by the Currency Exchange Rate for a Vested MKS Option denominated in U.S. dollars, by, in each case, the number of MKS Common Shares underlying each such Vested MKS Option. Each Vested MKS Option issued and outstanding immediately prior to the Effective Time held by shall thereafter be immediately cancelled and the holder thereof shall thereafter have only the right to receive the consideration to which such holder is entitled pursuant to this Subsection 3.1(b); (c) notwithstanding any contingent vesting provisions to which a Phivida Shareholder MKS RSU might otherwise have been subject, and without any further action on behalf of any holder of such MKS RSU and without any payment except as provided in this Plan of Arrangement, each outstanding, unvested MKS RSU shall accelerate in accordance with the terms of the MKS RSU Plan and MKS shall, subject to (for greater certainty) applicable withholdings in accordance with Section 5.3, cause the trustee of the trust under the MKS RSU Plan to deliver to each holder of such an outstanding MKS RSU one MKS Common Share from the trust under the MKS RSU Plan. Each MKS RSU issued and outstanding immediately prior to the Effective Time shall thereafter be immediately cancelled and all MKS RSU agreements related thereto shall be immediately terminated and the holder thereof shall thereafter have only the right to receive the consideration to which such holder is entitled pursuant to this Subsection 3.1(c) (and as a holder of MKS Common Shares pursuant to Subsection 3.1(d)). The MKS RSU Plan shall be terminated and none of MKS, PTC, Acquireco or any of their affiliates shall have any liabilities or obligations with respect to such plan except pursuant to this Subsection 3.1(c); (d) each MKS Common Share (including MKS Common Shares transferred to former holders of MKS RSUs pursuant to in Subsection 3.1(c) but other than any MKS Common Shares 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 Phivida MKS Common Shareholder has validly exercised his, her or its Dissent Right) will shall be deemed to be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, to Acquireco (free and clear of all any Liens, ) in exchange for the applicable Consideration, provided that subject to Article 4 hereof; (e) each MKS Common Share in respect of which the aggregate number MKS Common Shareholder has validly exercised his, her or its Dissent Right shall be directly transferred and assigned by such Dissenting Shareholder to Acquireco (free and clear of Choom Shares payable any Liens) in accordance with Article 4 hereof; (f) with respect to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down to each MKS Common Share transferred and assigned in accordance with Subsection 3.1(d) or Subsection 3.1(e) hereto: (i) the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder will registered holder thereof shall cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged MKS Common Share and will the name of such registered holder shall be removed from the register of MKS Common Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to be the legal have executed and beneficial owner thereofdelivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such MKS Common Share in accordance with Subsection 3.1(d) or Subsection 3.1(e) hereto, as applicable; and (ciii) Acquireco will be the holder of all of the outstanding MKS Common Shares and the register of MKS Common Shareholders shall be revised accordingly; (g) each Phivida Unvested MKS Option which that is outstanding and has not been duly exercised prior to the Effective Time (whether or unvested) notwithstanding the terms Time, without any further action on behalf of the Phivida Option Planany holder of such Unvested MKS Option, will shall be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, PTC the number of Choom PTC 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 Sharessuch shares) equal to the product obtained by multiplying (i) the Exchange Ratio by (ii) the number of MKS Shares subject to such Unvested MKS Option immediately prior to the Effective Time, and each holder of such exchanged Unvested MKS Option shall immediately become a holder of the number of Replacement Options to which such holder is entitled as a result of the exchange, and each such exchanged Unvested MKS Option shall be immediately cancelled. The For each Unvested MKS Option, such Replacement Option shall provide for an exercise price per Choom PTC Share (rounded up to the nearest whole cent) in United States dollars equal to (A) in respect of an Unvested MKS Option denominated in Canadian dollars: (i) the quotient obtained by dividing (x) the exercise price per MKS Common Share of such Unvested MKS Option immediately prior to the Effective Time by (y) the Exchange Ratio, divided by (ii) the Currency Exchange Rate; and (B) in respect of an Unvested MKS Option denominated in U.S. dollars: the quotient obtained by dividing (x) the exercise price per MKS Common Share of such Unvested MKS Option immediately prior to the Effective Time by (y) the Exchange Ratio. Except as otherwise set out in this Subsection 3.1(g), each Replacement Option shall be governed by the terms and conditions of the MKS Stock Option Plan and any stock option agreement pursuant to which such MKS Option was granted (including, but not limited to, the term to expiry, conditions to and manner of exercising and vesting schedule), with any adjustments deemed to be made thereto as are necessary to ensure consistency with the provisions of this Subsection 3.1(g). Notwithstanding the above provisions of this Subsection 3.1(g), (i) with respect to any Unvested MKS Option, if the directors of PTC determine in good faith that the excess of the aggregate fair market value of the PTC Shares subject to the Replacement Option immediately after the issuance of the Replacement Option over the aggregate option exercise price for such PTC Shares pursuant to the Replacement Option (such excess, referred to as the “Post-Exchange Option Value”) would otherwise exceed the excess of the aggregate fair market value of the MKS Shares subject to such MKS Option immediately before the issuance of the Replacement Option over the aggregate option exercise price for such MKS Shares pursuant to such MKS Option (such excess, referred to as the “Pre-Exchange Option Value”), the previous provisions in this Subsection 3.1(g) shall be modified, but only to the extent necessary and in a manner that does not otherwise adversely affect the holder of the Replacement Option, so that the Post-Exchange Option Value does not exceed the Pre-Exchange Option Value and provided that the Post-Exchange Option Value will not be less than the Pre-Exchange Option Value; and (ii) with respect only to an Unvested MKS Option that is held by a resident of the United States, the exercise price and the number of PTC Shares subject to a Replacement Option shall be determined in a manner consistent with the requirements of Section 409A of the IRC; provided, further, that in the case of any such Unvested MKS Option which was an amount equal incentive stock option (as defined in Section 422 of the IRC) immediately prior to the quotient obtained whenEffective Time, the exercise price, the number of PTC Shares and the terms and conditions of the Replacement Option shall be determined in a manner consistent with the requirements of Section 424(a) of the IRC.

Arrangement. (1) At 3.1 On the Effective Time each Date, subject to the provisions of Article 5 hereof, the following events shall will occur and shall will be deemed to occur sequentially as in the order and at the times set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida issued PMI Share outstanding immediately prior to the Effective Time held by a Phivida 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 Phivida PMI for cancellation, free and clear of any Liensliens, claims and encumbrances, and: (i) such Phivida PMI 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 PMI 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§5.2(a), and ; (ii) such Phivida PMI Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the central securities register registers of holders of Phivida PMI Shares maintained by or on behalf of Phivida, and Phivida PMI; and (iii) PMI will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liensliens, claims and encumbrances, and such Dissenting Shares will be cancelled and returned to treasury of Phividatreasury; (b) immediately thereafter, each issued and outstanding Phivida PMI Share (other than any Phivida PMI Share in respect of which a Phivida the PMI Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by ChoomK▇▇▇▇▇, without any act or formality on the part of the holder of such Phivida PMI Share or ChoomK▇▇▇▇▇, free and clear of all Liensliens, claims and encumbrances, in exchange for such number of K▇▇▇▇▇ Shares equal to the applicable ConsiderationExchange Ratio, provided that the aggregate number of Choom K▇▇▇▇▇ Shares payable to any one Phivida PMI Shareholder, if calculated to include a fraction of a Choom K▇▇▇▇▇ Share, will be rounded down to the nearest whole Choom K▇▇▇▇▇ Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida PMI Shareholder will be removed from the central securities register of holders of Phivida PMI Shares and added to the register of holders of Choom K▇▇▇▇▇ Shares, and Choom K▇▇▇▇▇ will be recorded as the registered holder of such Phivida PMI Shares so exchanged and 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 PMI Option, shall without any further action on the Effective Time (whether or unvested) notwithstanding the terms part of the Phivida Option Planany holder of PMI Options, will be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, K▇▇▇▇▇ the number of Choom K▇▇▇▇▇ Common Shares equal to to: (x) the product obtained when Exchange Ratio multiplied by (Ay) the number of Phivida PMI Shares subject to the Phivida such PMI Option immediately prior to the Effective Time is multiplied by (B) the Exchange RatioTime, provided that if the foregoing would result in the issuance of a fraction of a Choom K▇▇▇▇▇ Share on any particular exercise of Replacement Options, then the number of Choom K▇▇▇▇▇ Shares otherwise issuable issued shall be rounded down to the nearest whole number of Choom K▇▇▇▇▇ Shares. The Such Replacement Option shall provide for an exercise price per Choom 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 Option Warrants, then the number of K▇▇▇▇▇ Shares otherwise issued shall be an amount equal rounded down to the quotient obtained whennearest 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) At Commencing at the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Carta Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of such Carta Option or the Carta Stock Option Plan, shall, without any further action by or on behalf of the holders of Carta Options, be deemed to be assigned and transferred by such holders to Carta in exchange for a cash payment of $0.00001 from Carta, and each such Carta Option shall immediately be cancelled; (b) concurrently with the preceding step, with respect to each Carta Option: (i) the holder thereof shall cease to be the holder of such Carta Option; (ii) such holder’s name shall be removed from the register of Carta Options; (iii) all option agreements, award agreements, grants and similar instruments relating thereto shall be cancelled; and (iv) the holder thereof shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Section 2.3(a) at the time and in the manner specified in Section 2.3(a); (c) immediately following the preceding step, each Carta Share and each Carta Note outstanding immediately prior to the Effective Time held by a Phivida Carta Shareholder in respect or a holder of which Dissent Rights have been validly exercised will be deemed to have been transferred Carta Notes, that is an Eligible Transferor shall, 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 action by or on behalf of Phividaany Carta Shareholder or Carta Noteholder, and Phivida will be deemed to be the transferee of such Dissenting Shares, free assigned 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, thereof to the Carta Limited Partnership in exchange for the following consideration: (i) for each Series A Preferred Share, the Carta Limited Partnership shall issue to the applicable Consideration, provided that the aggregate number of Choom Shares payable to any one Phivida Carta Shareholder, if calculated to include a fraction of a Choom one Class A LP Unit; (ii) for each Series B Preferred Share, will be rounded down the Carta Limited Partnership shall issue to the nearest whole Choom applicable Carta Shareholder, one Class B LP Unit; (iii) for each Series C Preferred Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added Carta Limited Partnership shall issue to the register applicable Carta Shareholder, one Class C LP Unit; (iv) for each Carta Common Share, the Carta Limited Partnership shall issue to the applicable Carta Shareholder, one Class D (MIP) LP Unit; (v) for each $1.00 of holders of Choom SharesCarta 2019 Notes, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed Carta Limited Partnership shall issue to be the legal and beneficial owner thereofapplicable Carta Noteholder, one Class F (2019) LP Unit; and (cvi) for each Phivida Option which is outstanding and has not been duly exercised prior $1.00 of Carta 2020 Notes, the Carta Limited Partnership shall issue to the Effective Time applicable Carta Noteholder, one Class G (whether 2020) LP Unit; (d) concurrently with the preceding step, each Former Carta Shareholder and each Former Carta Noteholder that was an Eligible Transferor whose Carta Shares or unvestedCarta Notes were assigned and transferred in accordance with Section 2.3(c) notwithstanding shall, without any further action by or on behalf of such Former Carta Shareholder or Former Carta Noteholder, be deemed to have signed and be and become a party to the terms Limited Partnership Agreement, and each Former Carta Shareholder and Former Carta Noteholder that is an Eligible Transferor shall be deemed to have irrevocably provided authorization to the General Partner to make the tax election specified in, and in accordance with Section 2.5(a) and an income tax election pursuant to subsection 98(3) of the Phivida Option PlanITA in connection with the dissolution of the Carta Limited Partnership; (e) three hours and fifteen minutes after the preceding step, 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 each Carta Share and each Carta Note outstanding immediately prior to the Effective Time held by a Carta Shareholder or a Carta Noteholder that is multiplied not an Eligible Transferor shall, without any further action by or on behalf of any Carta Shareholder or Carta Noteholder, be deemed to be assigned and transferred by the holder thereof to the Carta Limited Partnership in exchange for the following consideration: (i) for each Series A Preferred Share, the Carta Limited Partnership shall issue to the Carta Shareholder, one Class A LP Unit; (ii) for each Series B Preferred Share, the Carta Limited Partnership shall issue to the Carta Shareholder, one Class B LP Unit; (iii) for each Series C Preferred Share, the Carta Limited Partnership shall issue to the Carta Shareholder, one Class C LP Unit; (iv) for each Carta Common Share, the Carta Limited Partnership shall issue to the Carta Shareholder, one Class D (MIP) LP Unit; (v) for each $1.00 of Carta 2019 Notes, the Carta Limited Partnership shall issue to the applicable Carta Noteholder, one Class F (2019) LP Unit; and (vi) for each $1.00 of Carta 2020 Notes, the Carta Limited Partnership shall issue to the applicable Carta Noteholder, one Class G (2020) LP Unit; (f) concurrently with the preceding step, each Former Carta Shareholder and each Former Carta Noteholder that was not an Eligible Transferor whose Carta Shares or Carta Notes were assigned and transferred in accordance with Section 2.3(e) shall, without any further action by or on behalf of such Former Carta Shareholder, be deemed to have signed and be and become a party to the Limited Partnership Agreement; (g) immediately following the preceding step, (A) each Carta Share and all Carta Notes then held by the Carta Limited Partnership shall, without any further action by or on behalf of the Carta Limited Partnership, be deemed to be transferred and assigned by the Carta Limited Partnership to Mogo in exchange for the Mogo Share Consideration being issued by Mogo to the Carta Limited Partnership, and (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 each Former Carta Shareholder and Former Carta Noteholder shall be rounded down deemed to have irrevocably provided authorization to the nearest whole number of Choom Shares. The exercise price per Choom Share subject General Partner to a Replacement Option shall make the tax election specified in, and in accordance with, Section 2.5(b); and (h) the exchanges and cancellations provided for in this Section 2.3will be an amount equal deemed to occur at the quotient obtained whentimes set out in this Section 2.3, notwithstanding certain procedures related thereto may not be completed until after such times.

Arrangement. (1) At the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share Silverstone Special Warrant outstanding immediately prior to the Effective Time held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will shall 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 Phividaconverted into one Silverstone Share at no additional cost; (b) each issued and outstanding Phivida Silverstone Share (other than any Phivida Share in respect of which held by a Phivida Dissenting Shareholder has validly exercised his, her or its Dissent Right) will shall be deemed to be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choomthereof, free and clear of all Liensliens, claims and encumbrances, to Silverstone for cancellation and Silverstone shall thereupon be obliged to pay the amount therefor determined and payable in exchange for the applicable Considerationaccordance with Article 4 hereof, 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 no consideration being paid for the fractional share, and Silverstone shall cause such Phivida Shareholder will cease Silverstone Share to be the holder of such Phivida Shares cancelled and the name of each such Phivida Shareholder will holder shall be removed from the 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 Phivida Silver 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 the name of such holder shall be removed from the central securities register as a holder of Silverstone Shares and added to the register of holders of Choom Shares, and Choom will Silver Wheaton shall be recorded as the registered holder of such Phivida the Silverstone Shares so exchanged transferred and will shall be deemed to be the legal and beneficial owner thereof; andof such Silverstone Shares; (cd) each Phivida Silverstone Employee Option which is outstanding and has not been duly exercised immediately prior to the Effective Time (Time, whether or unvested) notwithstanding the terms of the Phivida Option Plannot vested, will shall be exchanged for an option (each, a “Replacement Converted Silver Wheaton Option”) of Silver Wheaton to purchase from Choomacquire (on the same terms and conditions 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 Choom Silver Wheaton Shares equal to the product obtained when of: (A) the number of Phivida Silverstone Shares subject to the Phivida such Silverstone Employee Option immediately prior to the Effective Time is multiplied 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 foregoing would result in holder thereof ceases to be a consultant of Silverstone as of the issuance Effective Date and does not then become an employee, consultant, director or officer of Silver Wheaton or a fraction subsidiary of a Choom Share Silver Wheaton on any particular exercise of Replacement Optionsthat date), then the number of Choom Shares otherwise issuable shall be (rounded down to the nearest whole number number) of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall be an amount Silver Wheaton Shares equal to the quotient obtained whenproduct 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) At 3.1 On the Effective Time each of Date, the following events shall occur and shall be deemed to occur sequentially as set out below in the following chronological order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at formality (subject to the Effective Time:provisions of Article 6): (a) each Phivida The authorized share structure of KPM will be changed by creating a new class of shares consisting of an unlimited number of class “A” preferred shares without par value (the “KPM Class A Preferred Shares”), having the rights and restrictions described in Schedule A to the Plan of Arrangement; (b) NVG will transfer the Assets to KPM in consideration for 24,383,650 KPM Class A Preferred Shares (the “Asset Consideration KPM Shares”), such Asset Consideration KPM Shares to be multiplied by the Conversion Factor so that NVG shall receive from KPM, in consideration for the Assets, the number of KPM Class A Preferred Shares equal to the issued and outstanding NVG Shares, less the number of KPM Shares held by NVG, as of the Share Distribution Record Date. Thereafter, NVG will be added to the central securities register of KPM in respect of such KPM Class A Preferred Shares; (c) NVG will convert the Asset Consideration KPM Shares received as consideration for the Assets into common shares of KPM (the “KPM Converted Shares”) at a ratio of one (1) KPM Class A Preferred Share for one (1) KPM Converted Share. Thereafter, NVG will be added to the central securities register of KPM in respect of such KPM Converted Shares. As a result of the conversion, the number of outstanding KPM Shares (being all of the KPM Converted Shares plus the KPM Shares already held by NVG prior to the step in §3.1(b) above, all of which will be held by NVG) will be equal to the number of outstanding NVG Shares immediately prior to the Effective Time 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 PhividaDate; (bd) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder NVG will be removed from the central securities register of KPM as the only holder of the KPM Class A Preferred Shares and all of the issued KPM Class A Preferred Shares will be cancelled, with the appropriate entries being made in the central securities register of KPM; (e) NVG will distribute to the NVG Shareholders all of the KPM Shares by way of a reduction of the Paid-Up Capital of NVG, in accordance with the terms hereof (for greater certainty, any reference hereinafter to “KPM Shares” includes the KPM Converted Shares and the KPM Shares held by NVG prior to the step in §3.1(b) above); (f) Upon completion of the transactions set forth above, each NVG Shareholder at the Share Distribution Record Date will be entitled to receive one (1) KPM Share for every one (1) NVG Share held by the NVG Shareholder; (g) The KPM Shares transferred to the holders of Phivida the NVG Shares pursuant to §3.1(e) above will be registered in the names of the holders of NVG Shares and added to appropriate entries will be made in the central securities register of holders of Choom KPM; (h) The KPM Class A Preferred Shares, and Choom none of which will be recorded as issued or outstanding once the registered holder of such Phivida Shares so exchanged steps referred to in §3.1(c) and §3.1(d) above are completed, will be deemed cancelled and the authorized share structure of KPM will be changed by eliminating the KPM Class A Preferred Shares therefrom; (i) The Notice of Articles and Articles of KPM will be amended to be reflect the legal and beneficial owner thereofchanges to its authorized share structure made pursuant to this Plan of Arrangement; and (cj) each Phivida Option which is outstanding and has not been duly exercised prior to After the Effective Time Date: (whether or unvestedi) notwithstanding the terms of the Phivida Option Plan, All NVG Share Commitments will be exchanged exercisable for NVG Shares and KPM Shares in accordance with the corporate reorganization and adjustment provisions of such commitments, whereby the exercise of 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 NVG Share Commitment will result in the issuance holder of a fraction the NVG Share Commitment receiving one NVG Share and one KPM Share; (ii) Pursuant to the KPM Commitment, KPM will issue the required number of a Choom Share on any particular KPM Shares upon the exercise of Replacement OptionsNVG Share Commitments as is directed by NVG; and (iii) NVG will, then as agent for KPM, collect and pay to KPM a portion of the number proceeds received for each NVG Share Commitment so exercised, with the balance of Choom the exercise price to be retained by NVG, as determined in accordance with §3.4 of the Arrangement Agreement. 3.2 Notwithstanding §3.1(e) and §3.1(j), no fractional KPM Shares otherwise issuable shall be distributed to the NVG Shareholders or the holders of NVG Share Commitments and as a result all fractional share amounts arising under such sections shall be rounded down to the nearest whole number number. Any KPM Shares not distributed as a result of Choom Shares. The exercise price per Choom Share subject to a Replacement Option this rounding down shall be an amount equal dealt with as determined by the board of directors of NVG in its absolute discretion. 3.3 The transactions and events set out in §3.1 shall occur and shall be deemed to occur at the quotient obtained whenEffective Time on the Effective Date in the chronological order in which they are set out in §3.1. 3.4 All KPM Class A Preferred Shares and KPM Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA. 3.5 The Arrangement shall become final and conclusively binding on the NVG Shareholders, the KPM Shareholders and NVG and KPM on the Effective Date. 3.6 Notwithstanding that the transactions and events set out in §3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of NVG and KPM 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 §3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, and any necessary additions to or deletions from share registers.

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) subject to section 2.2(b), each Phivida Share of the OncoGenex Debentures (other than 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) in the case of the BC Advantage Debenture, that number of fully paid and non-assessable Sonus Common Shares equal to the BC Advantage Shares Issuable, and (ii) in 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 Other Debenture Exchange Ratio multiplied by the Other Debenture Shares Issuable; provided, however, 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 held by a Phivida Shareholder in respect (the "Share Cap"); (b) to the extent that the Share Cap limits the number of which Dissent Rights have been validly exercised will 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 have been be transferred without any further act or formality to Phivida for cancellation, free Sonus and clear of any Liens, the Remaining Portion shall be deemed to remain outstanding and such Phivida Shareholder will cease be held by the OncoGenex Debentureholders; and to be the registered holder of such Dissenting Shares extent OncoGenex Debentures are transferred to Sonus pursuant to section 2.2(a) 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(b), and the name of each such Phivida Shareholder’s name holder will be removed from the register of holders of OncoGenex Debentures and added to the register of holders of Sonus Common Shares, and Sonus will be recorded 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, OncoGenex Debentures transferred and Phivida will be deemed to be the transferee 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 such Dissenting Shares, free that portion of the OncoGenex Debentures that are not transferred and clear of any Liens, and such Dissenting Shares will be cancelled deemed to be the legal and returned to treasury beneficial owners thereof. For the purposes of Phividasection 2.2(a) and this section 2.2(b), the Other Debentures and BC Advantage Debenture shall rank pari-passu with each other; (bc) each issued and outstanding Phivida OncoGenex Share (other than any Phivida Share in respect OncoGenex Shares held by Dissenting Securityholders who are ultimately entitled to be paid the fair value of which a Phivida Shareholder has validly exercised his, her or its Dissent Rightthe OncoGenex Shares held by them) will be transferred to, and acquired by Choomthe holder thereof, without any act or formality on the part of the holder of such Phivida Share or Choomits part, free and clear of all Liens, to Sonus in exchange for the applicable Consideration, provided that the aggregate number of Choom fully paid and non-assessable Sonus Common Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down equal to the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares Share Exchange Ratio; and the name of each such Phivida Shareholder holder will be removed from the central securities register of holders of Phivida OncoGenex Shares and added to the register of holders of Choom Sonus Common Shares, and Choom Sonus will be recorded as the registered holder of such Phivida OncoGenex Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and; (cd) each Phivida OncoGenex Option which is outstanding and has not been duly exercised prior to the Effective Time (whether shall, without any act or unvested) notwithstanding the terms of the Phivida Option Planformality, will be exchanged by the holder thereof for an option (each, a “Replacement an "Assumed Option”") to purchase from Choom, the a number of Choom Sonus Common Shares equal to the product obtained when (A) of the Share Exchange Ratio multiplied by the number of Phivida OncoGenex Common Shares subject to such OncoGenex Option. Such Assumed Option shall provide for an exercise price per Sonus Common Share equal to the Phivida exercise price per share of such OncoGenex Option immediately prior to the Effective Time is multiplied divided by (B) the Share Exchange Ratio, provided that if Ratio and rounded up to the nearest one hundredth of a cent. If the foregoing would result calculation results in the issuance of an Assumed Option being exercisable for a fraction of a Choom Share on any particular exercise of Replacement OptionsSonus Common Share, then the number of Choom Sonus Common Shares otherwise issuable 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 Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall the Escrow Agreements, and (iv) will be an amount equal to bound by the quotient obtained whenprovisions of the Escrow Agreements in respect of all of such Person's Deposited Securities.

Arrangement. (1) At the Effective Time each of Time, except as otherwise noted herein, the following events shall occur and shall be deemed to occur sequentially 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, unless stated otherwise, case effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 Newstrike Share (other than any Phivida Share Newstrike Shares held by Timmins and any Newstrike Shares in respect of which a Phivida any Newstrike Shareholder has validly exercised his, her or its Dissent Right) will shall be deemed to be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, to Timmins (free and clear of all any Liens, ) in exchange for the applicable Consideration, provided that subject to Article 4 hereof; (b) each Newstrike Share in respect of which any Newstrike Shareholder has validly exercised his, her or its Dissent Right shall be directly transferred and assigned by such Dissenting Shareholder to Timmins (free and clear of any Liens) in accordance with Article 4 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 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 no consideration being paid for the fractional share, such Phivida Shareholder will registered holder thereof shall cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged Newstrike Share and will the name of such registered holder shall be removed from the register of Newstrike Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to be the legal have executed and beneficial owner thereofdelivered 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 (ciii) Timmins will be the holder of all of the outstanding Newstrike Shares and the register of Newstrike Shareholders shall be revised accordingly; (d) each Phivida Option Newstrike 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 PlanDate, will shall be exchanged for an a fully vested option (each, a “Replacement Option”) to purchase from Choom, Timmins the number of Choom Timmins Shares equal (rounded down to the product obtained when nearest whole share) equal to: (Ai) the Option Exchange Ratio multiplied by (ii) the number of Phivida Newstrike Shares subject to the Phivida such Newstrike Option immediately prior to the Effective Time is multiplied by Date. Such Replacement Option shall provide for an exercise price per Timmins Share (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 up to the nearest whole number of Choom Shares. The cent) equal to: (x) the exercise price per Choom Newstrike Share subject 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 forgoing, the terms and conditions 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 amount equal 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 quotient obtained whenextent 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) At the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Bridgeport Share outstanding immediately prior to the Effective Time held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will in accordance with the Bridgeport Dissent Procedures shall be transferred and deemed to have been be transferred by the registered holder thereof, without any further act or formality to Phivida for cancellationon its part, free and clear of any Liensall Encumbrances, 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 Bridgeport in consideration for the right to be paid by Phivida, out of its separate assets, Bridgeport fair value for such Dissenting its Bridgeport Shares as set out in Section 4.1(2)an amount determined and payable in accordance with the Bridgeport Dissent Procedures, and the name of such Phivida Shareholder’s name holder 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 Bridgeport 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) the Bridgeport Shares will be transferred to, and acquired by Choom, without any act or formality consolidated on the part basis of the holder of such Phivida one New Bridgeport Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, every four existing Bridgeport Shares 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 no consideration being paid for the fractional share, New Bridgeport Share resulting from such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 consolidation shall be rounded down to the nearest whole New Bridgeport Share with no compensation for any fractional interest; (c) the number of Choom Shares. The directors of Bridgeport will be increased from five to eight; (d) Bridgeport shall issue Bridgeport Warrants to the Bridgeport Shareholders in such amount as is equal to 0.375 of a Bridgeport Warrant for each one New Bridgeport Share held by such Bridgeport Shareholder provided that no fractional Bridgeport Warrants shall be issued and any such fractional Bridgeport Warrants shall be rounded down to the nearest whole Bridgeport Warrant with no compensation for any fractional interest; (e) each of the issued and outstanding Bridgeport Options will be adjusted to reflect the Consolidation contemplated by paragraph (b) above and the distribution of the Bridgeport Warrants contemplated by paragraph (d) above such that upon the exercise of each Bridgeport Option in accordance with its terms the holder shall receive one-quarter of one New Bridgeport Share together with 0.375 of a Bridgeport Warrant (for each New Bridgeport Share issued upon the exercise of such Bridgeport Option) at the current exercise price per Choom of such Bridgeport Option, in lieu of the number of Bridgeport securities otherwise issuable upon such exercise; (f) each of the issued and outstanding October 2014 Warrants, First December 2012 Warrants, and Second December 2012 Warrants will be adjusted to reflect the Consolidation contemplated by paragraph (b) above and the issuance of the Bridgeport Warrants contemplated by paragraph (d) above such that upon the exercise of each October 2014 Warrant, First December 2▇▇▇ ▇▇▇▇▇▇▇ and Second December 2012 Warrant, in accordance with their respective terms, the holder shall receive one-quarter of one New Bridgeport Share subject and together with 0.375 of a Bridgeport Warrant (for each New Bridgeport Share issued upon the exercise of such warrant) at the current exercise price of such warrant, in lieu of the number of Bridgeport securities otherwise issuable upon such exercise; (g) each issued and outstanding Third December 2012 Warrants will be adjusted to reflect the Consolidation contemplated by paragraph (b) above and the issuance of the Bridgeport Warrants contemplated by paragraph (d) above such that upon exercise of each such Third December 2012 Warrant, in accordance with its terms, the holder shall receive one-quarter of one New Bridgeport Share and 0.50 of a Replacement Option Second December 2012 Warrant, together with 0.375 of a Bridgeport Warrant (for each New Bridgeport Share issued upon the exercise of such Third December 2012 Warrant), at the current exercise price of such Third December 2012 Warrant in lieu of the number of Bridgeport securities otherwise issuable upon such exercise; (h) in the event that Premier Gold elects to convert any portion of the principal amount outstanding under the Convertible Bridge Loan together with all accrued interest thereon, which election may be made at any one time prior to the Effective Time and shall be an effective as at the Effective Time, Premier Royalty shall issue units of Premier Royalty (the “Premier Royalty Units”) to Premier Gold in such amount as is equal to the quotient obtained whenconverted amount of the principal amount outstanding under the Convertible Bridge Loan together with all accrued interest thereon divided by $1.40 (being the Post-Consolidation Deemed Price), all in accordance with the terms of the Convertible Bridge Loan. Each Premier Royalty Unit shall consist of one Premier Royalty Share and 0.375 of a warrant of Premier Royalty (each whole warrant, a “Premier Royalty Gold Warrant”). Each Premier Royalty Gold Warrant shall be exercisable to acquire one Premier Royalty Share at a price of $2.00 for a period of four years from the date of issuance of such warrant subject to the same expiry acceleration provisions as the Bridgeport Warrants; (i) Premier Royalty shall issue to Premier Gold (A) 2,800,000 Premier Royalty Gold Warrants, provided that such number of warrants shall be reduced by the number of Premier Royalty Gold Warrants that are issued to Premier Gold in the event that Premier Gold exercises its conversion right as described in paragraph (h) above, if any, and (B) 1,457,500 warrants of Premier Royalty (each a “Class II Premier Royalty Gold Warrant”). Each Class II Premier Royalty Gold Warrant shall be exercisable to acquire one Premier Royalty Share at a price of $2.00 until October 7, 2014, all in accordance with the terms of the Convertible Bridge Loan; (j) Premier Royalty shall issue Premier Royalty Shares to Aberdeen in such amount as is equal to the principal amount outstanding under the Aberdeen Convertible Debenture together with all accrued interest thereon as at the Effective Date divided by $1.26 (being the Post-Consolidation Deemed Price less 10%), all in accordance with the terms of the Aberdeen Convertible Debenture; (k) Premier Royalty shall issue warrants to Aberdeen (the “Premier Royalty Aberdeen Warrants”) in such amount as is equal to 50% multiplied by the number of Premier Royalty Shares issued to Aberdeen pursuant to paragraph (j) above. Each Premier Royalty Aberdeen Warrant shall be exercisable to acquire one Premier Royalty Share at a price of $1.75 (being the Post-Consolidation Deemed Price multiplied by a factor of 1.25) for a period of two years following the date of issuance of such warrants, all in accordance with the terms of the Aberdeen Royalty Purchase Agreement; (l) Premier Royalty shall issue an aggregate of 357,142 Premier Royalty Shares, representing $500,000 divided by $1.40 (being the Post-Consolidation Deemed Price), to the Thunder Creek Royalty Vendors, all in accordance with the terms of the Thunder Creek Agreement; (m) Premier Royalty shall issue Premier Royalty Units to each holder of Convertible Debentures in such amount as is equal to the principal amount outstanding under its Convertible Debentures together with all accrued interest thereon divided by $1.40 (being the Post-Consolidation Deemed Price), all in accordance with the terms of the Convertible Debentures; (n) each Premier Royalty Share outstanding shall be deemed to be exchanged by the Premier Royalty Shareholders for one New Bridgeport Share and pursuant to such exchange: (i) such Premier Royalty Shareholder shall cease to be a holder of Premier Royalty Shares and the name of such Premier Royalty Shareholder shall be deemed to be removed from the register of holders of Premier Royalty Shares; (ii) each Premier Royalty Share shall be acquired by Bridgeport free and clear of any Encumbrances; and (iii) Bridgeport shall issue and cause to be delivered to each such former Premier Royalty Shareholder certificates representing the New Bridgeport Shares to which such holder is entitled as aforesaid and the name of such Premier Royalty Shareholder shall be added to the register of holders of New Bridgeport Shares showing such holder as the registered holder of New Bridgeport Shares so issued, provided that a holder of Premier Royalty Shares that are evidenced by certificates representing Premier Royalty Shares shall be required to submit a Letter of Transmittal together with its share certificates in accordance with the Plan of Arrangement in order to receive its New Bridgeport Shares; (o) in the event the acquisition of Inversiones Mineras Australes Holdings (BVI) Inc. has been completed by Premier Royalty prior to the Effective Date, the Premier Royalty Golden Arrow Warrants, if outstanding immediately prior to the Effective Time, shall remain outstanding and shall be exercisable into New Bridgeport Shares (in lieu of Premier Royalty Shares) in accordance with their terms; (p) the Premier Royalty Warrants shall remain outstanding and shall be exercisable into New Bridgeport Shares, (in lieu of Premier Royalty Shares) in accordance with their terms; and (q) Bridgeport shall change its name to “Premier Royalty Inc.”, or such other name as is acceptable to Premier Gold and the regulatory authorities.

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events set out in this Section 2.3 shall occur and shall be deemed to occur sequentially as consecutively in the order and at the times set out below in this Section 2.3 without any further authorization, act or formalityformality (subject to the order of Sections 2.3(b) and 2.3(c) being reversed if so requested by Parent in the notice referred to in Section 2.3(a) below): (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, in each casethe Share Loan Amount and the Option Loan Amount, unless stated otherwise, then effective as at one minute intervals starting at the Effective Time, (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 duly 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, (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 (iii) the Maximum Cash Amount held by the Depositary 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), 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 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). (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 conditionally vested and exercisable only as part of the Arrangement and: (ai) each Phivida Hummingbird Option shall be transferred by the 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 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 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will shall be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, to Acquisition Sub in exchange for the applicable ConsiderationPurchase Price from Acquisition Sub, provided that which amount shall be paid from the aggregate number funds deposited with the Depositary under Sections 2.3(a)(i) and (iii), and the names 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder holders of such Phivida Hummingbird Shares and the name of each such Phivida Shareholder will transferred to Acquisition Sub shall be removed from the central securities register applicable registers of holders of Phivida Shares and added to the register of holders of Choom SharesShareholders, and Choom will Acquisition Sub shall be recorded as the registered holder of such Phivida the Hummingbird Shares so exchanged acquired and will shall be deemed to be the legal and beneficial owner thereof; and (c) each Phivida Option which is outstanding and has not been duly exercised 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. (whether or unvestedd) 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 Effective at three minutes after the Effective Time is multiplied by Time, all directors of Hummingbird shall cease to be directors and the following persons shall become the directors of Hummingbird (B) the Exchange Ratio“New Directors”): ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, 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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇.

Arrangement. (1) At Subject to the provisions of Article 4, commencing at the Effective Time Time, each of the following events set out below shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at formality notwithstanding that certain procedures related thereto may not be completed until after the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time JKR Shares held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised Dissenting Shareholders will be deemed to have been transferred without any further act or formality back to Phivida for cancellation, free JKR and clear of any Liens, and such Phivida Shareholder will cease to be the registered holder of such Dissenting Shares and Shareholders will cease to have any rights as registered holders of such Phivida Shares JKR Shareholders other than the right to be paid by Phivida, out of its separate assets, fair value for such Dissenting their JKR 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 Phividaaccordance with Article 4; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 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 such JKR Shares shall cease to be JKR Shareholders as of the legal and beneficial owner thereofEffective Time; and (cii) GSV shall become the sole JKR Shareholder as at the Effective Time; (d) 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, JKR Agent Warrant will be exchanged for an option (each, a “Replacement Option”) GSV Agent Warrant to purchase from Choom, the that number of Choom GSV Shares equal to the product obtained when 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 GSV Agent Warrants issued pursuant to this Section 3.1(d) will otherwise by unchanged from those contained in or otherwise applicable to the related JKR Agent Warrants; (Ae) 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 Phivida Shares JKR SW Units issuable under the JKR Special Warrant and each JKR Special Warrant shall thereafter be 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 Phivida Option immediately prior GSV Penalty Provision, be deemed to be exercised as of the Effective Time is multiplied by into one GSV SW Unit, each GSV SW Unit consisting of one GSV Share and one GSV SW Warrant; (Bg) each GSV SW Warrant will entitle the Exchange Ratio, provided that if holder thereof to purchase one GSV Share at a price of $1.00 for a period of two years from 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 whenEffective Date; and

Arrangement. (1) At the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) the Skye Shareholder Rights Plan shall be terminated (and all rights issued thereunder shall expire) and shall be of no further force or effect; (b) each Phivida Skye Share outstanding immediately prior to the Effective Time held by a Phivida Dissenting Shareholder in respect of which Dissent Rights have been validly exercised will shall be deemed to have been be transferred by the holder thereof, 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 on 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choompart, free and clear of all Liensliens, claims and encumbrances, to HudBay and HudBay shall thereupon be obliged to pay the amount therefor determined and payable in exchange for the applicable Considerationaccordance with Article 4 hereof, 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will holder shall be removed from the central securities register as a holder of holders of Phivida Skye Shares and added to the register of holders of Choom Shares, and Choom will HudBay shall be recorded as the registered holder of such Phivida the Skye Shares so exchanged transferred and will shall be deemed to be the legal and beneficial owner thereof; andof such Skye Shares; (c) each Phivida 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 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 which is outstanding and has not been duly exercised immediately prior to the Effective Time (Time, whether or unvested) notwithstanding the terms of the Phivida Option Plannot vested, will shall be exchanged for an option (each, a “Replacement Converted HudBay Option”) to purchase from Choomacquire (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 Choom HudBay Shares equal to the product obtained when of: (A) the number of Phivida Skye Shares subject to the Phivida such Skye Option immediately prior to the Effective Time is multiplied 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 foregoing would result in Converted HudBay Option In the issuance Money Amount immediately after the exchange is equal to the Skye Stock Option In the Money Amount of a fraction the exchanged Skye Option immediately before the Effective Time; (e) on the Effective Date the Deferred Share Unit Plan of a Choom Share on any particular exercise of Replacement Options, then Skye is amended to provide that each outstanding Skye DSU shall thereafter relate to the number of Choom HudBay Shares otherwise issuable 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 rounded down deemed to be references to HudBay Shares or to the nearest whole number of Choom Shares. The exercise price per Choom 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 subject 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 Replacement Option 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 quotient obtained whenpaid up capital, as that term is defined in the Tax Act, attributable to the shares of Subco immediately prior to the merger.

Arrangement. (1) 3.1 At the Effective Time each Time, subject to the provisions of Article 6 hereof, the following events shall will occur and shall will be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior 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 Effective Time held by “CTF Class A Shares”); (ii) creating a Phivida Shareholder class of shares consisting of an unlimited number of common shares without par value in respect the authorized share structure of which Dissent Rights have been validly exercised will be deemed to have been transferred CTF (the “New CTF Shares”); (iii) creating a class of shares consisting of an unlimited number of Class C Preferred shares without any further act or formality to Phivida for cancellation, free par value in the authorized share structure of CTF having the rights and clear of any Liens, and such Phivida Shareholder will cease to be restrictions described in Appendix I hereto (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“CTF Class C Preferred Shares”), 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 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 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 number of issued CTF Class C Preferred Shares, such aggregate fair market value of the 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 any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) Dissenting Shares held by Dissenting Shareholders will be transferred to, and deemed to be acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or ChoomFleetCor, free and clear of all Liensany Encumbrances, in exchange for the applicable Consideration, provided that the aggregate number of Choom Shares payable to any one Phivida Per Share Purchase Price and each CTF Shareholder, if calculated other than a Dissenting Shareholder, will: (i) be deemed to include a fraction of a Choom Sharehave 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 rounded down deemed to the nearest whole Choom Share, with no consideration being be paid for the fractional share, such Phivida Shareholder will in exchange therefor; (ii) cease to be the a holder of such Phivida New CTF Shares and the name of each such Phivida the CTF Shareholder will be removed from the central securities register of holders CTF as of Phivida 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 and added will be rounded down to the register of holders of Choom Shares, and Choom next whole cent; and (k) FleetCor will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal transferee of all New CTF Shares, other than Dissenting Shares, free and beneficial owner thereofclear 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 (cB) each Phivida Option the Loss Adjustments Holdback is released from trust and distributed in accordance with the provisions Article 4, upon which is outstanding and has not the Purchase Price will have been duly exercised prior to 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 (whether 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 unvestedother 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) notwithstanding the terms of the Phivida Option PlanArrangement Agreement), will be exchanged for an option (eachby the Depositary to Registered Shareholders subject to, a “Replacement Option”) to purchase from Choomand in accordance with the provisions of, §3.2(c). If there is no Purchase Price Increase Amount, the number Depositary shall distribute any amount of Choom Shares equal 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 product obtained when Depositary of a duly completed and executed Transmittal Letter and such additional documents and instruments as the Depositary may reasonably require (A) the number including, where applicable, surrender for cancellation of Phivida Shares subject to the Phivida Option 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 multiplied 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 Exchange RatioClosing 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 foregoing would result 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) ▇▇▇▇▇▇▇▇ ▇▇▇▇ Advogados, (ii) ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr e ▇▇▇▇▇▇▇ Advogados, (iii) 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 Loss 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 issuance absence of a fraction the unsettled Loss Adjustments, have been released from the Loss Adjustments Holdback, or if the chance of a Choom Share on any particular exercise success of Replacement Optionsthe Claim becomes remote (as confirmed, then if so requested by Fleetcor, by opinion of legal counsel, as set forth above), the number amount by which the unsettled Loss Adjustments that was asserted by FleetCor exceeds the actual amount of Choom Shares otherwise issuable shall the settled Loss Adjustments (if any) will be rounded down released from the Loss Adjustments Holdback to each Registered Shareholder in 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) At 3.1 On the Effective Time each of Date, the following events shall occur and shall be deemed to occur sequentially as set out below in the following chronological order without any further authorization, act or formality, notwithstanding anything contained in each casethe provisions attaching to any of the Parties, unless stated otherwise, effective as at one minute intervals starting at but subject to the Effective Timeprovisions of Article 6: (a) each Phivida Share outstanding immediately prior subject to the Effective Time held by a Phivida Shareholder obtaining the required approvals, Plant&Co will transfer the Assets to Spinco in respect consideration for the number equal to the number 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 VEGN Shares as set out in Section 4.1(2of the Share Distribution Record Date of the Spinco Shares multiplied by the Conversion Factor (collectively the “Distributed Spinco Shares”), and such Phivida Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the . The central securities register of holders of Phivida Shares maintained by or on behalf of Phivida, and Phivida will Spinco shall 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;amended accordingly. (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect The authorized share capital of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) Plant&Co will be transferred to, and acquired by Choom, without any act or formality on altered by: (i) changing the part identifying name of the holder VEGN Shares to Class A common shares without par value, being the “VEGN Class A Common Shares”; (ii) creating a class consisting of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided that the aggregate an unlimited number of Choom Shares payable common shares without par value (the “New VEGN 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 any the Plan of Arrangement, being the VEGN Class A Preferred Shares. (c) Each issued VEGN Class A Common Share will be exchanged for one Phivida ShareholderNew VEGN Share and one VEGN Class A Preferred Share and, if calculated subject to include a fraction the exercise of a Choom Shareright of dissent, will be rounded down to the nearest whole Choom Share, with no consideration being paid for holders of the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida VEGN Class A Common Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares Plant&Co and will be added to the central securities register of as the holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 New VEGN Shares equal to and VEGN Class A Preferred Shares that they have received on the product obtained when exchange. (Ad) All of the number issued VEGN Class A Common Shares will be cancelled with the appropriate entries being made in the central securities register of Phivida Plant&Co and the aggregate paid up capital (as that term is used for purposes of the Tax Act) of the VEGN Class A Common Shares subject to the Phivida Option immediately prior to the Effective Time Date will be allocated between the New VEGN Shares and the VEGN Class A Preferred Shares so that the aggregate paid up capital of the VEGN Class A Preferred Shares is multiplied equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, and each VEGN Class A Preferred Share so issued will be issued by (B) Plant&Co at an issue price equal to the Exchange Ratioaggregate fair market value of the Distributed Spinco Shares as of the Effective Date, 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 divided by the number of Choom issued VEGN Class A Preferred Shares, such aggregate fair market value of the Distributed Spinco Shares otherwise issuable to be determined as at the Effective Date by resolution of the board of directors of Plant&Co. Plant&Co will redeem the issued VEGN Class A Preferred Shares for consideration consisting solely of the Distributed Spinco Shares such that each holder of VEGN Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Spinco Shares that is equal to the number of VEGN Class A Preferred Shares held by such holder multiplied by the Conversion Factor. (e) Plant&Co will redeem the issued VEGN Class A Preferred Shares for consideration consisting solely of the Distributed Spinco Shares such that each holder of VEGN Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Spinco Shares that is equal to the number of VEGN Class A Preferred Shares held by such holder multiplied by the Conversion Factor. (f) The name of each holder of VEGN Class A Preferred Shares will be removed as such from the central securities register of Plant&Co, and all of the issued VEGN Class A Preferred Shares will be cancelled with the appropriate entries being made in the central securities register of Plant&Co. (g) The Distributed Spinco Shares transferred to the holders of the VEGN Class A Preferred Shares pursuant to § 3.1 (e) above will be registered in the names of the former holders of VEGN Class A Preferred Shares and appropriate entries will be made in the central securities registers of Spinco. (h) The VEGN Class A Common Shares and the VEGN Class A Preferred Shares, none of which will be allotted or issued once the steps referred to in §3.1 (e) and §3.1 (g) and above are completed, will be cancelled and the authorized share structure of Plant&Co will be changed by eliminating the VEGN Class A Common Shares and the VEGN Class A Preferred Shares therefrom. (i) The Notice of Articles of Plant&Co will be amended to reflect the changes to its authorized share structure made pursuant to the Plan of Arrangement. 3.2 Notwithstanding §3.1(e) and §3.1(i) no fractional Spinco Shares shall be distributed to the VEGN Shareholders, as a result all fractional share amounts arising under such sections shall be rounded down to the nearest whole number number. Any Distributed Spinco Shares not distributed as a result of Choom Shares. this rounding down shall be dealt with as determined by the Board of Plant&Co in its absolute discretion. 3.3 The exercise price per Choom holders of the VEGN Class A Common Shares and the holders of New VEGN Shares and VEGN Class A Preferred Shares referred to in §3.1(c), and the holders of the VEGN 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 VEGN Shareholders at the close of business on the Share Distribution Record Date, subject to a Replacement Option Article 5. 3.4 In addition to the chronological order in which the transactions and events set out in §3.1 shall occur and shall be an amount equal deemed to occur, the time on the Effective Date for the redemption of the VEGN Class A Preferred Shares set out in §3.1(e) shall occur and shall be deemed to on the Effective Date. 3.5 All New VEGN Shares, VEGN Class A Preferred Shares and Spinco Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA. 3.6 The Arrangement shall become final and conclusively binding on the VEGN Shareholders and Spinco Shareholders and the Parties on the Effective Date. 3.7 Notwithstanding that the transactions and events set out in §3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of the Parties 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 §3.1 including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefore, and any necessary additions to or deletions from share registers. 3.8 The Arrangement shall result in the shareholders of Plant&Co receiving 10,000,000 Spinco Shares on a pro- rata basis subject to rounding down of fractional shares and subject to the quotient obtained whenexercise of the right of dissent.

Arrangement. (1) At Commencing at the Effective Time each of the following events shall transactions will occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 Each LVL Common Share in respect of which a Phivida registered LVL Shareholder has validly exercised his, her or its Dissent RightRights and for which the 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 fair value of such Dissent Share in accordance with Article 5 of this Plan of Arrangement and such Dissent Share shall thereupon be cancelled; (b) LVL shall transfer approximately $25,000 in cash to each LVL Subsidiary; (c) The authorized share structure of LVL will be transferred to, reorganized and acquired by Choom, without any act or formality on the part altered by: (i) renaming and redesignating all of the holder issued 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 such Phivida Share or Choomeach share held, free and clear being the “LVL Class A Shares”; and (ii) creating a new class consisting of all Liens, in exchange for the applicable Consideration, provided that the aggregate an unlimited number of Choom “common shares without par value” with terms and special rights and restrictions identical to those of the Common Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down immediately prior to the nearest whole Choom Effective Time, being the “New Common Shares”; (d) The Company’s Notice of Articles shall be amended to reflect the alterations in Section 3.1(c); (e) Each issued and outstanding LVL Class A Share outstanding at the Effective Time shall be exchanged for: (i) one New Common Share, with no consideration being paid for ; (ii) (a) such number of Kobe Common Shares as is equal to the fractional share, such Phivida Shareholder will cease to be product of the holder of such Phivida Shares Exchange Ratio and the name LVL Common Shares held at the Effective Time; and (b) such number of each such Phivida Shareholder GMR Common Shares as is equal to the product of the Exchange Ratio and the LVL Common Shares held at the Effective Time; (f) The holders of the LVL Class A Shares will be removed from the central securities register of LVL as the holders of Phivida Shares such and will be added to the central securities register of LVL as the holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 New Common Shares that they have received on the exchange set forth in this Section 3.1(f), and the Kobe Common Shares and 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 product obtained when (A) the number of Phivida LVL Common Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied by less the fair market value of the Kobe Common Shares and GMR Common Shares distributed pursuant to Section 3.1(f) of the Plan of Arrangement; (Bh) The central securities register of LVL shall be updated to reflect the Exchange Ratio, provided that if the foregoing would result transactions in the issuance of a fraction of a Choom Share on any particular exercise of Replacement Options, then Section 3.1(f) and Section 3.1(g); (i) LVL shall distribute to each LVL Warrantholder the number of Choom Shares otherwise issuable 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 LVL Warrantholder and that each Kobe Warrant will have an exercise price per Kobe Common Share (rounded down up to the nearest whole number cent) equal to the exercise price of Choom Shares. The 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 Choom GMR Common Share subject (rounded up to a Replacement Option shall be an amount the nearest whole cent) equal to the quotient obtained whenexercise 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 (k) All securities of the LVL Subsidiaries held by LVL shall be cancelled for no consideration.

Arrangement. (1) At the Effective Time each of on the Effective Date, the following events reorganization of capital and other transactions shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida The Articles of Amalgamation of Dreco shall be amended to (i) create and authorize an unlimited number of Exchangeable Shares and one Class A Preferred Share. (b) Dreco shall issue to National one Class A Preferred Share outstanding immediately prior 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 Effective Time held fair market value, as determined by the board of directors of Dreco, of a Phivida Shareholder share of National Common Stock. No certificate shall be issued 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 Class A Preferred Share. (c) Each Dreco Common Share (other than the right 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 by Phivida, out of its separate assets, the fair value for such Dissenting 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 exchange shall be paid by Dreco an amount determined as set out forth in Section 4.1(24.3. (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 register of holders of Dreco 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 Phivida Shareholder’s holder's name will shall 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom Exchangeable Shares accordingly. (e) The aggregate stated capital of the Exchangeable Shares will be recorded as the registered holder of such Phivida Shares so exchanged and 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 aggregate stated capital immediately prior to the Effective Time 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 multiplied by made as contemplated in subsection (Bc) the Exchange Ratio, provided that if the foregoing would result in the issuance above. (f) The Articles of a fraction Amalgamation of a Choom Share on any particular exercise of Replacement Options, then Dreco shall be amended to reduce the number of Choom authorized Dreco Common Shares otherwise issuable shall to one and the following restriction will be rounded down added to the nearest whole number of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall be an amount equal rights, privileges, restrictions and conditions attaching to the quotient obtained whenDreco Common Shares:

Arrangement. (1) At Commencing at the Effective Time Time, each of the following events set out below shall occur and shall be deemed to occur sequentially in the following sequence or as set out otherwise provided below or herein, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 Each Chemesis Common Share in respect of which a Phivida Chemesis Shareholder has validly exercised hisDissent Rights and for which the Chemesis Shareholder is ultimately entitled to be paid fair value (each a “Dissent Share”) shall be 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 Dissent Share in accordance with Article 3 of this Plan of Arrangement, her or its Dissent Right) will be transferred tonet of any applicable withholding tax, and acquired by Choom, without any act or formality on the part such Dissent Share shall thereupon be cancelled. (b) Chemesis will transfer all of the holder issued and outstanding common shares of such Phivida Share or Choom, free and clear of all Liens, CMCA to IMC in exchange for 3,231,748 IMC Common Shares. (c) Notwithstanding the applicable Considerationterms of the Chemesis Option Plan, provided including any agreement made thereunder: (A) each Chemesis Option (whether vested or not) exercisable for a Chemesis Common Share that is outstanding as at the aggregate number of Choom Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, Distribution Record Date which has not been duly exercised or cancelled will be rounded down to the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; andexchanged for: (ci) each Phivida one fully-vested Replacement Chemesis Option which is outstanding and has not been duly exercised prior to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the Effective Time (whether or unvested) notwithstanding Chemesis Option. Each Replacement Chemesis Option will be governed by the terms of the Phivida Chemesis Option Plan, Plan and will be exchanged for have: (1) an option exercise price per Chemesis Common Share (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 up to the nearest whole number of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall be an amount cent) equal to the quotient obtained whenexercise price of each Chemesis Option so exchanged immediately before the Effective Time; and

Arrangement. (1) 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, unless stated otherwise, effective as at one five minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately 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 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 Time 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 time and in the manner contemplated hereby; (h) each of the Units held by a Phivida Shareholder Dissenting Holder in respect of which Dissent Rights have been validly exercised will shall be deemed to have been transferred without any further act or formality to Phivida the Purchaser in consideration for cancellationa debt claim against the Purchaser for the amount determined under Article 3, free and clear of any Liens, and and:‌ (i) such Phivida Shareholder will Dissenting Holder shall cease to be the registered holder of such Dissenting Shares Units and will cease to have any rights as registered holders of such Phivida Shares a Unitholder other than the right to be paid by Phivida, out of its separate assets, fair value for such Dissenting Shares Units, as set out in Section 4.1(2), and 3.1; (ii) such Phivida ShareholderDissenting Holder’s name will shall be removed as the registered holder of such Dissenting Shares Units from the central securities register of holders of Phivida Shares Units maintained by or on behalf of Phivida, and Phivida will Pure LP; and (iii) the Purchaser shall be deemed to be the transferee of such Dissenting Shares, Units free and clear of any Liensall Liens (other than the right to be paid fair value for such Units as set out in Section 3.1), and such Dissenting Shares will shall be cancelled and returned to treasury entered in the register of PhividaUnits maintained by or on behalf of Pure LP; (bi) concurrent with the transaction described in Section 2.3(h), each issued and outstanding Phivida Share (Unit outstanding, other than any Phivida Share Units held by a Dissenting Holder in respect of which a Phivida Shareholder has Dissent Rights have been validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choomshall, without any act further action by or formality on behalf of any Unitholder, be deemed to be assigned and transferred by the part of holder thereof to the Purchaser in exchange for the Consideration, and:‌ (i) each holder of such Phivida Share 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 per Unit in accordance with this Plan of Arrangement; (ii) the name of each such holder shall be removed from the register of the Units maintained by or Choom, on behalf of Pure LP; and (iii) the Purchaser shall be deemed to be the transferee of such 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 applicable Debenture Consideration, provided that the aggregate number and‌ (i) each holder 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 no consideration being paid for the fractional share, such Phivida Shareholder will 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 this Plan of such Phivida Shares and Arrangement; (ii) the name of each such Phivida Shareholder will holder shall be removed from the central securities register of holders Pure Debentures maintained by or on behalf of Phivida Shares and added to Pure LP; and (iii) the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will Purchaser shall be deemed to be the legal transferee of such Pure Debentures (free and beneficial owner thereofclear of all Liens) and shall be entered in the register of Pure Debentures maintained by or on behalf of Pure LP; and (ck) each Phivida Option which is outstanding all of the rights and has obligations 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 been duly exercised less than two Business Days prior to the Effective Time (whether or unvested) notwithstanding Date, and such assignee shall become a party to the terms Pure LPA and assume all of the Phivida Option Plan, will be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, obligations of the number of Choom Shares equal to general partner under 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 whenPure LPA.

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events or transactions shall occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) simultaneously: (i) each Phivida Share BPY Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time held 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 Phivida Shareholder in respect cash payment from BPY equal to the amount (if any) by which the Cash Consideration exceeds the exercise price of which Dissent Rights have been validly exercised will be deemed such BPY Option, multiplied by the number of BPY Units subject to have been transferred without any further act or formality to Phivida for cancellation, free and clear of any Lienssuch BPY Option, and each 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 BPY Option shall immediately be cancelled and returned to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than terminated and, for greater certainty, where such amount is zero or negative, such BPY Option shall be cancelled without any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred toconsideration, and acquired by Choomnone of BPY, without any act BAM or formality on the part of Purchaser Sub shall be obligated to pay the holder of such Phivida BPY Option any amount in respect of such BPY Option; and (ii) each Tracking Share Option, whether vested or Choomunvested, free and clear that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of all Liensthe Tracking Share Option Plan or any applicable grant agreement in relation thereto, be surrendered by the holder thereof to BPO ETS in exchange for for, subject to Section 5.4, a cash payment from BPO ETS equal to the applicable Considerationamount (if any) by which the Cash Consideration exceeds the exercise price of such Tracking Share Option, provided that multiplied by the aggregate number of Choom Tracking Shares payable 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 one Phivida Shareholderconsideration, if calculated and none of BPO ETS, BPY, BAM or Purchaser Sub shall be obligated to include a fraction pay the holder of a Choom Sharesuch Tracking Share Option any amount in respect of such Tracking Share Option, will be rounded down to the nearest whole Choom Shareand, with no consideration being paid for respect to each BPY Option and Tracking Share Option that is surrendered pursuant to this Section 3.1(a), as of the fractional share, effective time of such Phivida Shareholder will surrender: (A) the holder thereof shall cease to be the holder of such Phivida 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 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 (D) all agreements, grants and similar instruments relating thereto shall be cancelled; (b) 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, except that, the terms of such DSUs shall be amended so as to substitute BAM Shares for the Tracking Shares or BPY Units, as applicable, subject to such DSUs and the number of DSUs held by each participant under the DSU Plans as of the Effective Time shall be amended to be equal to (i) the number of DSUs held by the participant immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio; (c) BAM will purchase each unvested Restricted BPY Unit and each Restricted Canadian BPY Unit and, each such Restricted BPY Unit shall be deemed to be transferred by the holder thereof to BAM in exchange for the BAM Share Consideration, and the name of each such Phivida Shareholder will holder shall be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, BPY Units in respect of such BPY Units and Choom will BAM shall be recorded as the registered holder of such Phivida Shares the BPY Units so exchanged transferred and will shall be deemed to be the legal and beneficial owner thereof; and (c) each Phivida Option which is outstanding , free and has not been duly exercised prior to the Effective Time (whether clear of any liens, claims or unvested) notwithstanding the terms of the Phivida Option Planencumbrances, will and such BAM Shares shall 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 same transfer restrictions, vesting, forfeiture and other terms and conditions as were applicable to such Restricted BPY Units immediately prior to the Effective Time is multiplied 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; (Be) 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 RatioLP Consideration (in each case as deemed to be elected pursuant to Section 3.2 and subject, provided that if in each case, to proration in accordance with Section 3.3), and the foregoing would result 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 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 principal amount equal to the quotient obtained whenTotal Public New Preferred Unit Amount, which will be evidenced by the issuance of Note A;

Arrangement. (1) At the Effective Time each of on the Effective Date, the following events reorganization of capital and other transactions shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida The Articles of Incorporation of ITI shall be amended to create and authorize an unlimited number of Exchangeable Shares and one Class A Preferred Share. (b) ITI shall issue to EduTrek one Class A Preferred Share outstanding immediately prior 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 Effective Time held fair market value, as determined by the board of directors of ITI, of a Phivida Shareholder share of EduTrek Common Stock. No certificate shall be issued 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 Class A Preferred Share. (c) Each ITI Common Share (other than the right 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 by Phivida, out of its separate assets, the fair value for such Dissenting 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 out forth in Section 4.1(24.3. (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 Phivida Shareholder’s holder's name will shall 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom Exchangeable Shares accordingly. (e) The aggregate stated capital of the Exchangeable Shares will be recorded as equal to the registered holder of such Phivida Shares so exchanged and 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 aggregate stated capital immediately prior to the Effective Time (whether or unvested) notwithstanding the terms Date of the Phivida Option PlanITI 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 Preferred Share, shall have its name removed from the register of holders of Class A Preferred Shares and shall 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 (each, a “Replacement Option”) to purchase from Choom, the number of Choom Shares shares of EduTrek Common Stock equal to the product obtained when (A) number determined by multiplying the number of Phivida ITI Common Shares subject to such Option at the Phivida 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 is multiplied divided by (B) the Exchange Ratio, provided that if . If the foregoing would result calculation results in the issuance of a converted Option being exercisable for a fraction of a Choom Share on any particular exercise share of Replacement OptionsEduTrek Common Stock, then the number of Choom Shares otherwise issuable shall shares of EduTrek Common Stock subject to such Option will be rounded down to the nearest whole number of Choom Shares. The shares, and the exercise price per Choom Share subject whole share of EduTrek Common Stock will be as determined above. The ITI Options as so converted will (without further action on the part of the Optionholders) be further modified as necessary to a Replacement Option 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 an amount equal to the quotient obtained whenassumed by EduTrek.

Arrangement. (1) At Commencing at the Effective Time each of 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, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred following order 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) formality: each issued and outstanding Phivida NPS Elected Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choomthe holder thereof, without any act or formality on the part of the holder of such Phivida Share or Choomits part, free and clear of all Liens, to NPS - Allelix Inc. in 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 fully-paid and non-assessable NPS Common Share equal to the nearest whole Choom ShareExchange Ratio, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder holder will be removed from the central securities register of holders of Phivida Allelix Common Shares and added to the register of holders of Choom Shares, NPS Common Shares and Choom NPS - Allelix Inc. will be recorded as the registered holder of such Phivida Allelix Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and (c) each Phivida Option 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 is outstanding a duly completed Letter of Transmittal and Election Form has not been duly exercised 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 Time 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 (whether 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 unvested) notwithstanding 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 Phivida Option PlanAllelix Warrants, will be exchanged for an option (eachafter the Effective Time, a “Replacement Option”) holder of Allelix Warrants shall be entitled, upon the exercise of such warrants, to purchase from Choom, receive in lieu of the number of Choom Allelix Common Shares equal to the product obtained when (A) the which such holder was theretofore entitled to receive upon such exercise, that aggregate number of Phivida Exchangeable Shares subject or NPS Common Shares, as applicable, that such holder would have been entitled to receive under the Phivida Option 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 is multiplied by (B) Time; in accordance with the Exchange Ratioterms of the Allelix Options, provided that if after the foregoing would result in Effective Time, a holder of Allelix Options shall be entitled, upon the issuance of a fraction of a Choom Share on any particular exercise of Replacement Optionssuch options, then to receive in lieu of the number of Choom Allelix Common Shares otherwise issuable shall be rounded down 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 nearest whole number Effective Time; and NPS shall issue to and deposit with the Trustee the Special Voting Share, in consideration of Choom Shares. The exercise price per Choom Share subject the payment to a Replacement Option shall NPS of U.S. $1, to be an amount equal to thereafter held of record by the quotient obtained whenTrustee 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) At 3.1 On the Effective Time each Date, subject to the provisions of Article 5 hereof, the following events shall will occur and shall will be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida issued Cangold Share outstanding immediately prior to the Effective Time held by a Phivida 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 formality, to Phivida for cancellationGreat Panther, free and clear of any Liensliens, claims and encumbrances in consideration for the right to receive the consideration in the amount and payable in accordance with Article 6, and: (i) such Phivida Cangold 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 Cangold 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(26.2(a), and ; (ii) such Phivida Cangold Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the central securities register registers of holders of Phivida Cangold Shares maintained by or on behalf of Phivida, and Phivida Cangold; and (iii) Great Panther will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liensliens, claims and such Dissenting Shares will be cancelled and returned to treasury of Phivida;encumbrances; and (b) immediately thereafter, each issued and outstanding Phivida Cangold Share (other than (i) any Phivida Cangold Share in respect of which a Phivida registered Cangold Shareholder has validly exercised his, her or its Dissent RightRight and (ii) Cangold Shares held by Great Panther) will be deemed to have been transferred to, and acquired by ChoomGreat Panther, without any act or formality on the part of the holder of such Phivida Cangold Share or ChoomGreat Panther, free and clear of all Liensliens, claims and encumbrances, in exchange for such number of Great Panther Shares equal to the applicable ConsiderationExchange Ratio, provided that the aggregate number of Choom Great Panther Shares payable to any one Phivida Cangold Shareholder, if calculated to include a fraction of a Choom Great Panther Share, will be rounded down to the nearest whole Choom Great Panther Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Cangold Shareholder will be removed from the central securities register of holders of Phivida Cangold Shares and added to the register of holders of Choom Great Panther Shares, and Choom Great Panther will be recorded as the registered holder of such Phivida Cangold Shares so exchanged and 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) At the Effective Time each of Time, the following events transactions shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share of the outstanding immediately prior to the Effective Time ECo Common Shares (other than ECo Common Shares held by a Phivida Shareholder Shareholders who have exercised their right of dissent in respect accordance with Article 3 hereof and are ultimately entitled to be paid the fair value of which Dissent Rights have been validly exercised will be deemed to have been transferred their ECo Common Shares) will, 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 action on behalf of Phividathe Shareholders, and Phivida will be deemed transferred to be CCo Sub in consideration for a number of Exchangeable Shares determined in accordance with the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting Shares will be cancelled and returned to treasury of PhividaExchange Ratio; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect Shareholder will receive only a whole number of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on Exchangeable Shares resulting from the part of the holder transfer of such Phivida Share or ChoomShareholder's ECo Common Shares to CCo Sub. In lieu of fractional Exchangeable Shares, free and clear each Shareholder who otherwise would be entitled to receive such fractional share shall be paid by CCo Sub an amount determined in accordance herewith in full satisfaction of all Liens, such fractional entitlement; (c) upon the transfer of shares referred to in 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 no consideration being paid for the fractional share, such Phivida Section 2.1(a) above: (i) each Shareholder will shall cease to be the such a holder of such Phivida Shares and the ECo Common Shares, shall have his name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida ECo 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 transfer of shares referred to in Section 2.1(a) and such Shareholder's name shall be added to the register of holders of Choom Shares, such securities accordingly; and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be (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 and (cii) each Phivida Option which is outstanding and has not been duly exercised prior to the Effective Time (whether be converted into 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 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 product obtained when (A) the number exercise price per share of Phivida Shares subject to the Phivida such Option immediately prior to the Effective Time is multiplied divided by (B) the Exchange Ratio, provided that if 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 would result calculation results in the issuance of a converted Option being exercisable for a fraction of a Choom Share on any particular exercise share of Replacement OptionsCCo Common Stock, then the number of Choom Shares otherwise issuable shall shares of CCo Common Stock subject to such Option will be rounded down to the nearest whole number of Choom Shares. The shares, and the exercise price per Choom Share 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 a Replacement Option shall the election forms complying with the provisions of the ITA, the forms will be an amount equal signed by CCo Sub and returned to the quotient obtained whensuch holders of ECo Common Shares for filing with Revenue Canada, Customs, Excise and Taxation.

Arrangement. (1) At Commencing at the Effective Time each of 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, unless stated otherwise, case effective as at one two minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior the Company shall lend an amount equal to the Effective Time 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 direction of the Purchaser with the Depositary to be held in a 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 Phivida Shareholder Dissenting Holder in respect of which Dissent Rights have been validly exercised will shall be deemed to have been transferred without any further act or formality to Phivida the Purchaser in consideration for cancellationa debt claim against the Purchaser for the amount determined under Article 3, free and clear of any Liens, and and: (i) such Phivida Shareholder will Dissenting Holder shall cease to be the registered holder of such Dissenting Common Shares and will cease to have any rights as registered holders of such Phivida Shares a Company Common Shareholder other than the right to be paid by Phivida, out of its separate assets, fair value for such Dissenting Common Shares as set out in Section 4.1(2), and 3.1; (ii) such Phivida ShareholderDissenting Holder’s name will shall be removed as the registered holder of such Dissenting Common Shares from the central securities register of holders of Phivida Common Shares maintained by or on behalf of Phivida, and Phivida will the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting Common 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in exchange for Liens (other than 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease right to be the holder of paid fair value for such Phivida Common Shares as set out in Section 3.1), and the name of each such Phivida Shareholder will shall be removed from the central securities register of holders of Phivida Shares and added to entered in the register of holders Common Shares maintained by or on behalf of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereofCompany; and (c) each Phivida Option which is Common Share outstanding and has not been duly exercised immediately prior to the Effective Time (other than Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised under Section 2.3(b) and any Common Shares held by the Purchaser or any affiliates thereof) shall, without any further action by or on behalf of any Company Common Shareholder, be deemed to be assigned and transferred by the holder thereof to 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 per Common Share in accordance with this Plan of Arrangement; (ii) the name of each such holder shall be 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 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 the Company. (d) each Company Option outstanding at the Effective Time (whether vested or unvested) notwithstanding the terms of the Phivida Option Plan, will be exchanged for an option (each, a “Replacement Option”) Option to purchase from Choom, the acquire such number of Choom Purchaser Shares as is equal to the product obtained when to: (A) the that number of Phivida Common Shares subject to the Phivida that were issuable upon exercise of such Company Option immediately prior to the Effective Time is Time, 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 Purchaser Shares. The , at an exercise price per Choom Purchaser Share subject to a Replacement Option shall be an amount equal to the greater of (i) the quotient obtained whendetermined 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 to evidence such Replacement Option;

Arrangement. (1) At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially in the following sequence as set out below without any further authorization, act or formality, in each case, unless stated otherwise, case effective as at 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 Phivida 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 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, 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) (less any applicable amounts to be 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 Parties or any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden RSU Plan; (c) 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, (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) (less any applicable amounts to be 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 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 a Phivida Shareholder Dissenting Shareholders, all in respect accordance with the terms 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 Liensthe SpinCo Conveyance Agreement, and such Phivida Shareholder will cease to Sulliden shall be entered into 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 SpinCo 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 PhividaSpinCo; (bh) each 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 Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 immediately prior to the Effective Time (whether 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 unvested(ii) notwithstanding $15,000,000 in cash using funds from the terms Loan and the transfer to SpinCo of all of the Phivida 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 Plan, will be exchanged for an option a Sulliden Class A Option and one-tenth (each, a “Replacement Option”0.1) 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 SpinCo Option (and when aggregated with the other similar SpinCo Options of a Choom Share on any particular exercise holder of Replacement Optionssuch options resulting in a fraction, then the number of Choom Shares otherwise issuable they shall be rounded down to the nearest whole number of Choom SharesSpinCo 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 per Choom 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 subject 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 a Replacement Option 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 quotient obtained whenpaid-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 Rio Alto (free and clear of all Liens) in exchange for 0.525 of a Rio Alto Share for each Class A Share held, and (i) the holders of such Class A Shares shall cease to be the holders thereof and to have any rights as holders of such Class A Shares other than the right to receive

Arrangement. (1) At Commencing at the Effective Time each of the following events shall transactions will occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 Each LVL Common Share in respect of which a Phivida registered LVL Shareholder has validly exercised his, her or its Dissent RightRights and for which the 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 fair value of such Dissent Share in accordance with Article 5 of this Plan of Arrangement and such Dissent Share shall thereupon be cancelled; (b) LVL shall transfer approximately $25,000 in cash to each LVL Subsidiary; (c) The authorized share structure of LVL will be transferred toreorganized and altered by: (i) renaming and redesignating all of the issued 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 “LVL Class A Shares”; and (ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and acquired by Choomspecial rights and restrictions identical to those of the Common Shares immediately prior to the Effective Time, without any act or formality 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 outstanding LVL Class A Share outstanding on the part Distribution Record Date (as defined below) shall be exchanged for: (i) one New Common Share; (ii) (a) such number of Kobe Common Shares as is equal to the product of the holder of Exchange Ratio and the LVL Common Shares held at the Record Date; and (b) such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided that the aggregate number of Choom GMR Common Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down as is equal to the nearest whole Choom Share, with no consideration being paid for product of the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares Exchange Ratio and the name LVL Common Shares held at the Record Date; (f) The holders of each such Phivida Shareholder the LVL Class A Shares will be removed from the central securities register of LVL as the holders of Phivida Shares such and will be added to the central securities register of LVL as the holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 New Common Shares that they have received on the exchange set forth in this Section 2.1(f), and the Kobe Common Shares and 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 product obtained when (A) the number of Phivida LVL Common Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied by 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; (Bh) the Exchange Ratio, provided that if Notice of Articles of the foregoing would result Company shall be amended to reflect the alterations in the issuance of a fraction of a Choom Share on any particular exercise of Replacement Options, then Section 2.1(f) and Section 2.1(g). (i) LVL shall distribute to each LVL Warrantholder the number of Choom Shares otherwise issuable 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 LVL Warrantholder and that each Kobe Warrant will have an exercise price per Kobe Common Share (rounded down up to the nearest whole number cent) equal to the exercise price of Choom Shares. The 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 Choom GMR Common Share subject (rounded up to a Replacement Option shall be an amount the nearest whole cent) equal to the quotient obtained whenexercise 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 (k) All securities of the LVL Subsidiaries held by LVL shall be cancelled for no consideration.

Arrangement. (1) At On the Effective Time each of Date, commencing at the Effective Time, the following events set out in this Section 2.03 shall occur and shall be deemed to occur sequentially as consecutively in the order set out below in this Section 2.03 without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (ai) 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 Date; (ii) The Fund shall declare a distribution and pay such distribution, as soon as practicable on or after the Effective Date, to each Phivida Share outstanding immediately prior Fund Unitholder (including IRE), equal to $0.00274 per Fund Unit multiplied by the number of days from March 1, 2010 to the Effective Time Date inclusively (the “Final Fund Distribution”); (iii) The Fund Units held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will Fund Unitholders, other than and excluding IRE, shall be transferred, and shall be deemed to have been transferred without any further act or formality to Phivida IRE and, in exchange for cancellationsuch Fund Units, free and clear IRE Shares shall be issued by IRE to Fund Unitholders on the basis of any Liensthe Exchange Ratio; (iv) the IRE Shares held by Dissenting IRE Shareholders shall be, and such Phivida Shareholder will cease shall be deemed to be be, cancelled and the registered holder of such Dissenting Shares and will IRE Shareholders shall cease to have any rights as registered holders of such Phivida Shares IRE Shareholders 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all LiensIRE, in exchange for the applicable Considerationaccordance with Section 3.01, 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 amount equal to the product obtained when (A) fair value of the number of Phivida IRE Shares subject to the Phivida Option held by such Dissenting IRE Shareholder immediately prior to the Effective Time is multiplied by Time; and (Bv) Effective within 30 days of the Exchange RatioEffective Date, provided that if the foregoing would result in stated capital of the issuance of a fraction of a Choom Share on any particular exercise of Replacement Options, then the number of Choom IRE Shares otherwise issuable shall be rounded down reduced by the directors of IRE, without further formality or approval, and without any payment to the nearest whole number holders of Choom IRE Shares. The exercise price per Choom Share subject to a Replacement Option , by $● [AMOUNT TO BE DETERMINED IN ACCORDANCE WITH SECTION 2.10 OF THE ARRANGEMENT AGREEMENT] and the amount of such reduction shall be an amount equal added to the quotient obtained whencontributed surplus of IRE.

Arrangement. (1) At 3.1 Commencing at the Effective Time Time, each of the following events set out below shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective formality except as at one minute intervals starting at the Effective Timeotherwise provided herein: (a) each Phivida Share 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 held by a Phivida Shareholder in respect shall, as of which Dissent Rights have been validly exercised will the Effective Time, be deemed to have been transferred without any further act or formality to Phivida for cancellation, free Storm and clear cancelled as of any Liensthe Effective Time, and such Phivida Shareholder will cease to be the registered holder of such Dissenting Shares and will Shareholders shall cease to have any rights as registered holders of such Phivida Shares Storm Shares, other than the right to be paid by Phivida, out of its separate assets, the fair value for such Dissenting of their Storm Shares as set out in Section 4.1(2), and such Phivida Shareholder’s name will be removed as accordance with 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 PhividaDissent Rights; (bc) 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 Phivida 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 any Phivida 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 in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) held by Tax-Exempt Shareholders will be transferred toto 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 ChoomExploreCo in Section 3.1(j), without any act or formality 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 of such holders of Storm Shares shall make such election by depositing with the Depositary, prior to the Election Deadline, a duly completed Letter of Transmittal indicating such holder’s election, together with certificates representing such holder’s Storm Shares; and (b) any former holder of Storm Shares who fails to comply with the requirements of Section 3.2 (a) 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 entitled to make an income tax election, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial income tax law) with respect to the sale by the holder of such Phivida Share or Choom, free and clear holder’s Storm New Common Shares to ARC Resources by providing two signed copies of all Liens, in exchange for the applicable Consideration, provided that the aggregate number of Choom Shares payable necessary election forms 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 ARC Resources within 120 days following the Effective Time (whether or unvested) notwithstanding Date, duly completed with the terms details of the Phivida Option Plan, will be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, the number of Choom shares transferred and the applicable agreed amounts for the purposes of such elections in accordance with the restrictions set out in subsections 85(1) and (2) of the Tax Act, as applicable. Thereafter, the election forms will be signed by ARC Resources and returned to such former holders of Storm Shares equal 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 the product obtained when (A) the number so sign and return election forms which are received by ARC Resources within 120 days of Phivida Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied Date, ARC Resources will not be responsible for any taxes, interest or penalties resulting from the failure by (B) a former holder of Storm Shares to properly complete or file the Exchange Ratio, provided that if the foregoing would result election forms in the issuance of a fraction of a Choom Share on form and manner and within the time prescribed by the Tax Act (or any particular exercise of Replacement Optionsapplicable provincial legislation). In its sole discretion, then ARC Resources may choose to sign and return an election form received by it more than 120 days following the number of Choom Shares otherwise issuable shall be rounded down Effective Date, but ARC Resources will have no obligation 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 whendo so.

Arrangement. (1) At Subject to the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorizationterms hereof, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting commencing at the Effective Time, and as more fully set forth in the Arrangement By-Law: (a) each Phivida Share 2.1.1 the Target Shares outstanding immediately prior to the Effective Time 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 each 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will thereof shall be transferred by the holder thereof to, and acquired by Choomby, Purchaser without any act or formality on the part of the such holder of such Phivida Share or ChoomPurchaser, free and clear of all any Liens, in exchange for the applicable Consideration, provided that the aggregate such number of Choom duly authorized, fully-paid and non-assessable Purchaser Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down equal to the nearest whole Choom Share, product of the number of such Target Shares held by such holder multiplied by the Exchange Ratio; 2.1.2 with no consideration being paid for respect to each Target Share transferred to Purchaser pursuant to Section 2.1.1; 2.1.2.1 the fractional share, holder of each such Phivida Shareholder will Target Share shall cease to be the holder of such Phivida Shares Target Share and the such holder’s name of each such Phivida Shareholder will shall be removed from the central securities register of holders Target Shares with respect to such Target Shares; and 2.1.2.2 Purchaser shall be deemed to be the transferee of Phivida such Target Share (free and clear of any Liens) and shall be entered in the register of Target Shares as the registered holder thereof; and 2.1.2.3 no fractional Purchaser Shares will be issued under the Arrangement, and added any resulting fractional Purchaser Shares shall be rounded down or up, as appropriate, to the closest whole number, it being understood for greater certainty that 0.5 Purchaser Shares shall be rounded down to the closest whole number; with respect to each Purchaser Share issued to a former holder of Target Shares pursuant to Section 2.1.1, the name of such holder shall be entered in the register of holders of Choom Shares, and Choom will be recorded Purchaser Shares as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and; (c) 2.1.3 each Phivida outstanding Target Option which that is outstanding and has not been duly exercised prior to the Effective Time (whether “Unexercised Options”) shall, without any further action or unvested) notwithstanding formality on the terms part of any holder of such Unexercised Option, be transferred by the Phivida Option Plan, will be exchanged holder thereof to Target in exchange for an option (each, a “Replacement Option”) to purchase from Choom, the that number of Choom Purchaser Shares equal to the product obtained when (A) the number of Phivida Target Shares subject to such Unexercised Option multiplied by the Phivida Exchange Ratio. Such Replacement Option shall provide for an exercise price per Purchaser Share equal to the exercise price per Target Share of such Unexercised Option immediately prior to the Effective Time is multiplied divided by (B) the Exchange Ratio; provided, provided however, that in no circumstance shall the exercise price per Purchaser Share be less than $.01 and if the calculation results in an exercise price of less than $.01, the exercise price shall be deemed to be $.01 per Purchaser Share. If the foregoing would result calculation results in the issuance of a Replacement Option (A) being exercisable for a fraction of a Choom Share on any particular exercise of Replacement OptionsPurchaser Share, then the number of Choom Purchaser Shares otherwise issuable subject to such Replacement Option shall be rounded down to the nearest next whole number of Choom Purchaser Shares. The , or (B) having an exercise price per Choom Purchaser Share subject to that is a fraction of a cent, then the exercise price per Purchaser Share under such Replacement Option shall be an amount rounded up to the next whole cent. In addition, if required, the exercise price of each Replacement Option will be increased such that the excess, if any, of the aggregate fair market value of the Purchaser Shares subject to such Replacement Option immediately after the exchange over the aggregate exercise price under the Replacement Option does not exceed the excess, if any, of the aggregate fair market value of the Target Shares subject to the Target Stock Option Plan immediately before the exchange over the aggregate exercise price under such Target Stock Option Plan where all amounts are computed on the Effective Date. The term to expiry, conditions to and manner of exercising, vesting schedule and all other terms and conditions of such Replacement Option will be the same as the terms and conditions of such Unexercised Option. Any document or agreement previously evidencing such Unexercised Option shall thereafter evidence and be deemed to evidence such Replacement Options; 2.1.4 the Target Stock Option Plan shall be cancelled; 2.1.5 effective from and after the Effective Time, each Target Warrant outstanding immediately prior to the Effective time shall, in accordance with the Target Warrant Indenture, entitle the holder thereof, at any time until the time of expiry and upon payment of the exercise price thereof, to purchase such number of duly authorized fully paid and non-assessable Purchaser Shares equal to the quotient obtained whenExchange Ratio. The term to expiry, conditions to and manner of exercising, vesting schedule and all other terms and conditions of such Target Warrant will continue to be governed by terms and conditions set forth in the Target Warrant Indenture; and 2.1.6 the Shareholder Rights Plan shall be cancelled.

Arrangement. (1) At Commencing at the Initial Effective Time each of Time, the following events or transactions shall occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida outstanding BPO Common Share outstanding immediately prior to the Effective Time held by a Phivida Dissenting Shareholder in respect of which Dissent Rights have been validly exercised will shall be deemed to have been be transferred without any further act or formality by the holder thereof to Phivida for cancellation, BOP Split free and clear of any Liensall liens, claims and encumbrances, and such Phivida each Dissenting Shareholder will cease to be the registered holder of such Dissenting Shares and will shall cease to have any rights as registered holders of such Phivida Shares a Shareholder other than the right to be paid by Phivida, out of its separate assets, the fair value for such Dissenting of their BPO Common Shares as set out by BOP Split in Section 4.1(2)accordance with Article 4 hereof, 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will holder shall be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom BPO Common Shares, and Choom will BOP Split shall be recorded as the registered holder of such Phivida Shares the BPO Common Share so exchanged transferred and will shall be deemed to be the legal and beneficial owner thereof; and, 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 Phivida Option 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 outstanding 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 has not been duly exercised prior 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 Effective Time (whether or unvested) notwithstanding register of holders of BOP Split Amalco Preferred Shares, Series 1, and BOP Split Amalco shall be recorded as the terms registered holder of the Phivida Option PlanBPO Preferred Share, will Series G so exchanged and shall be exchanged 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 an option one (each1) BOP Split Amalco Preferred Share, a “Replacement Option”) to purchase Series 2 and the name of such holder shall be removed from Choomthe register of holders of BPO Preferred Shares, the number of Choom Shares equal Series H and added to the product obtained when 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; (Af) provided that at least the number Minimum Listing Number of Phivida Shares 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 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 whenSection

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida TMX Group Share outstanding immediately prior to the Effective Time held by a Phivida TMX Group 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 Phivida Shareholder has validly exercised his, her or its Dissent RightMaple and Dissenting Shareholders) will shall be transferred to, to and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or ChoomMaple, free and clear of all Liensliens, charges, claims and encumbrances, in exchange consideration for the applicable Arrangement Consideration, provided that and upon the aggregate number transfer of Choom Shares payable each such TMX Group Share from a TMX Group Shareholder to any one Phivida Shareholder, if calculated Maple pursuant to include a fraction of a Choom Share, will be rounded down to the nearest whole Choom Share, with no consideration being paid for the fractional share, this Section 2.2(a): (i) each such Phivida Shareholder will holder shall cease to be the a holder of such Phivida the TMX Group Shares so transferred and the name of each such Phivida Shareholder will holder shall be removed from the central securities register of holders of Phivida TMX Group Shares as it relates to the TMX Group Shares so transferred; (ii) Maple shall become the sole legal and beneficial owner of the TMX Group Shares so transferred and shall be added to the register of holders of Choom TMX Group Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and (ciii) 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 added to the register of holders of Maple Shares; (b) subject to applicable laws and regulatory requirements, each Phivida TMX Group Option which that is outstanding and has not been exchanged in accordance with the Support Agreement or duly exercised prior to the Effective Time (whether or unvested) notwithstanding the terms of the Phivida Option Plan, will shall be exchanged for an option (each, a “Replacement Maple Option”) to purchase from Choom, Maple the number of Choom Maple 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 share) equal to: (i) the Option Exchange Ratio multiplied by (ii) the number of Choom SharesTMX Group Shares subject to such TMX Group Options immediately prior to Effective Time. The Such Maple Replacement Option shall provide for an exercise price per Choom Maple Share subject (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 TMX Group Option shall from and after the exchange evidence and be an amount equal deemed to evidence the quotient obtained whenReplacement Maple Option; and (c) each TMX Group Share held by a Dissenting Shareholder shall be transferred to 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 paid fair value in accordance with Article 3.

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida outstanding Domtar Common Share outstanding immediately prior to the Effective Time that is not held by a Phivida Shareholder in respect of which holder who has exercised its 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will shall be transferred toby the holder thereof to 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 acquired by Choom, without any act or formality posted for trading on the part Toronto Stock Exchange (the “TSX”)) and the name of the holder of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided that the aggregate number of Choom Domtar Common 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Domtar Common Shares and added to the register of holders of Choom Shares, Class B Common Shares of Newco Canada Exchangeco and Choom Newco Canada Exchangeco will be recorded as the registered holder of such Phivida the Domtar Common Shares so exchanged and 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”); andprovided, 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 Phivida Option outstanding Class B Common Share in respect of which is outstanding and no election has been made by the holder thereof, or in respect of which an effective election has not been duly exercised 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 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; (whether g) a holder of Class B Common Shares who is either a resident of Canada or unvested) notwithstanding a partnership at least one partner of which is a resident of Canada for the terms purposes of the Phivida Option PlanITA (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 (each, a “Replacement Option”) to purchase from Choom, that number of shares of Spinco Common Stock equal to the number of Choom Domtar Common Shares subject to such Domtar Option and the exercise price per share shall be equal to the product obtained when (A) the number exercise price per share of Phivida Shares subject to the Phivida Option such option immediately prior to the Effective Time is multiplied by Time, (B) each Domtar Option (other than any Domtar Option granted after January 1, 2006) (whether vested or unvested) shall be exchanged, on the Exchange Ratiosame terms and conditions, provided 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 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 shares of Spinco Common Stock (rounded down to the nearest whole number of Choom Shares. The number) determined in accordance with the principles set out in Appendix 2 hereto, and having an exercise price per Choom Share subject to a Replacement Option shall be an amount share equal to the quotient obtained whenAverage 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. (1) At Commencing at the Effective Time Time, each of the following events set out below shall occur and shall be deemed to occur sequentially in the following sequence or as set out otherwise provided below or herein, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) Each Chemesis Common Share in respect of which a Chemesis Shareholder has exercised Dissent Rights and for which the Chemesis Shareholder is ultimately entitled to be paid fair value (each Phivida a “Dissent Share”) shall be 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 Dissent Share in accordance with Article 3 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 held by 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 Phivida Shareholder in respect of Chemesis Common Share that is outstanding as at the Effective Date which Dissent Rights have has not been validly duly exercised or cancelled 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged 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 legal Chemesis Option. Each Replacement Chemesis Option will be governed by the terms of the Chemesis Plan and beneficial owner thereofwill 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 same expiry date as the expiry date of the 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 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 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 Phivida Option which 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 prior to the Effective Time (whether or unvested) notwithstanding the terms of the Phivida Option Plan, cancelled will be and will be deemed to be exchanged for an option for: (each, a “A) one fully-vested Replacement Option”) Chemesis Warrant to purchase from Choom, Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the number of Choom Shares equal to the product obtained when Chemesis Warrant. Each Replacement Chemesis Warrant will have: (A1) the number of Phivida Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied by an exercise price per Chemesis Common Share (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 up to the nearest whole number cent) equal to the exercise price of Choom Shareseach 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. The Each Spinco Warrant will have: (1) an exercise price per Choom Spinco Common Share subject (rounded up to a Replacement Option shall be an amount the nearest whole cent) equal to the quotient obtained whenexercise 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 Chemesis 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 reduction of paid-up capital for purposes of the Tax Act.

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events or transactions shall occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) simultaneously: (i) each Phivida Share BPY Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time held 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 Phivida Shareholder in respect cash payment from BPY equal to the amount (if any) by which the Cash Consideration exceeds the exercise price of which Dissent Rights have been validly exercised will be deemed such BPY Option, multiplied by the number of BPY Units subject to have been transferred without any further act or formality to Phivida for cancellation, free and clear of any Lienssuch BPY Option, and each 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 BPY Option shall immediately be cancelled and returned to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than terminated and, for greater certainty, where such amount is zero or negative, such BPY Option shall be cancelled without any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred toconsideration, and acquired by Choomnone of BPY, without any act BAM or formality on the part of Purchaser Sub shall be obligated to pay the holder of such Phivida BPY Option any amount in respect of such BPY Option; and (ii) each Tracking Share Option, whether vested or Choomunvested, free and clear that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of all Liensthe Tracking Share Option Plan or any applicable grant agreement in relation thereto, be surrendered by the holder thereof to BPO ETS in exchange for for, subject to Section 5.4, a cash payment from BPO ETS equal to the applicable Considerationamount (if any) by which the Cash Consideration exceeds the exercise price of such Tracking Share Option, provided that multiplied by the aggregate number of Choom Tracking Shares payable 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 one Phivida Shareholderconsideration, if calculated and none of BPO ETS, BPY, BAM or Purchaser Sub shall be obligated to include a fraction pay the holder of a Choom Sharesuch Tracking Share Option any amount in respect of such Tracking Share Option, will be rounded down to the nearest whole Choom Shareand, with no consideration being paid for respect to each BPY Option and Tracking Share Option that is surrendered pursuant to this Section 3.1(a), as of the fractional share, effective time of such Phivida Shareholder will surrender: (A) the holder thereof shall cease to be the holder of such Phivida 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 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 (D) all agreements, grants and similar instruments relating thereto shall be cancelled; (b) 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, except that, the terms of such DSUs shall be amended so as to substitute BAM Shares for the Tracking Shares or BPY Units, as applicable, subject to such DSUs and the number of DSUs held by each participant under the DSU Plans as of the Effective Time shall be amended to be equal to (i) the number of DSUs held by the participant immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio; (c) BAM will purchase each unvested Restricted BPY Unit and each Restricted Canadian BPY Unit and, each such Restricted BPY Unit shall be deemed to be transferred by the holder thereof to BAM in exchange for the BAM Share Consideration, and the name of each such Phivida Shareholder will holder shall be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, BPY Units in respect of such BPY Units and Choom will BAM shall be recorded as the registered holder of such Phivida Shares the BPY Units so exchanged transferred and will shall be deemed to be the legal and beneficial owner thereof; and (c) each Phivida Option which is outstanding , free and has not been duly exercised prior to the Effective Time (whether clear of any liens, claims or unvested) notwithstanding the terms of the Phivida Option Planencumbrances, will and such BAM Shares shall 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 same transfer restrictions, vesting, forfeiture and other terms and conditions as were applicable to the Restricted BPY Units immediately prior to the Effective Time is multiplied 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; (Be) 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 RatioLP Consideration (in each case as deemed to be elected pursuant to Section 3.2 and subject, provided that if in each case, to proration in accordance with Section 3.3), and the foregoing would result 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 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 principal amount equal to the quotient obtained whenTotal Public New Preferred Unit Amount, which will be evidenced by the issuance of Note A;

Arrangement. (1) At the Effective Time each of 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, unless stated otherwise, effective as at one minute intervals starting at the Effective Timeformality simultaneously: (a) each Phivida Glamis Common Share outstanding immediately prior to the Effective Time held by a Phivida Former Glamis Shareholder (other than a Dissenting Shareholder or Goldcorp or any subsidiary of Goldcorp) shall be transferred to Goldcorp and in respect consideration thereof Goldcorp shall issue Goldcorp Common Shares on the basis of which Dissent Rights have been validly exercised will 1.69 fully paid and non-assessable Goldcorp Common Shares (the “Share Exchange Ratio”) and $0.0001 in cash for each Glamis Common Share, subject to sections 3.03, 3.04 and Article 5 hereof; (b) each Glamis Common Share held by a Dissenting Shareholder shall be deemed to have been be transferred by the holder thereof, 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 on 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choompart, free and clear of all Liensliens, claims and encumbrances, to Goldcorp and Goldcorp shall thereupon be obliged to pay the amount therefor determined and payable in exchange for the applicable Considerationaccordance with Article 4 hereof, 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will holder shall be removed from the central securities register of as holders of Phivida Glamis Common Shares and added to the register of holders of Choom Shares, and Choom will Goldcorp shall be recorded as the registered holder of such Phivida the Glamis Common Shares so exchanged transferred and will shall be deemed to be the legal and beneficial owner thereofof such Glamis Common Shares; and (c) each Phivida Glamis Option which is outstanding and has not been duly exercised prior to immediately before the Effective Time (Time, whether or unvested) notwithstanding the terms of the Phivida Option Plannot vested, will shall be exchanged for an option (each, a “Replacement Converted Goldcorp Option”) to purchase from Choomacquire (on the same terms and conditions 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 Choom Goldcorp Common Shares equal to the product obtained when of: (A) the number of Phivida Glamis Common Shares subject to the Phivida such Glamis Option immediately prior to before the Effective Time is multiplied 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 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 price otherwise issuable determined shall be rounded down increased to the nearest whole number extent, if any, required to ensure that the In the Money Amount of Choom Shares. The exercise price per Choom Share subject to a Replacement the Converted Goldcorp Option shall be an amount immediately after the exchange is equal to the quotient obtained whenIn the Money Amount of the exchanged Glamis Option immediately before the exchange.

Arrangement. (1) At Commencing at the Effective Time each of the following events shall transactions will occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida 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 Time shall be transferred to, and acquired by the Company without any further act or formality on its part, free and clear of all Liens, and cancelled and the 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 such Company Share in accordance with Article 5 of this Plan of Arrangement; (b) each Company Class C Preferred Share issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully 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 Phivida Selling Shareholder entitled to Cash Arrangement Consideration as set forth the Payment Spreadsheet will be transferred to Holdco in respect exchange for the portion of which Dissent Rights have been validly exercised the Cash Arrangement Consideration set forth in the Payment Spreadsheet, and the Purchased Shares will be deemed to have been transferred to Holdco without any further act or formality to Phivida for cancellationformality, free and clear of any all Liens, and such Phivida each Selling Shareholder entitled to receive a portion of the Cash Arrangement Consideration will cease to be the registered holder of such Dissenting the Purchased Shares and will cease to have any rights as registered holders holder of such Phivida Purchased Shares other than the right to be paid by Phivida, out Holdco the portion of its separate assets, fair value for such Dissenting Shares as the Cash Arrangement Consideration set out in Section 4.1(2)on the Payment Spreadsheet, and such Phivida Company Shareholder’s name will be removed as the registered holder of such Dissenting Purchased 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 PhividaCompany; (be) each remaining issued and outstanding Phivida Company Common Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will shall be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or ChoomHoldco, free and clear of all Liens, and each Company Shareholder will be issued the number of Holdco Common Shares set forth in exchange for the applicable ConsiderationPayment Spreadsheet, provided that that: (i) no fractional Holdco Common Shares shall be issued pursuant to this Section 3.1 and the aggregate number of Choom Shares payable person otherwise entitled 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 no consideration being paid for the receive such fractional share, such Phivida Holdco Common Share shall receive treatment per Section 3.2; and (ii) each Company Shareholder will cease to be the holder of such Phivida Company Shares and the name of each such Phivida Company Shareholder will be removed from the central securities register of holders of Phivida Company Shares and added to the register of holders of Choom Holdco Common Shares, and Choom Holdco will be recorded as the registered holder of such Phivida all of the Company Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and; (cf) each Phivida Option which is 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 and has not been duly exercised prior at the time of this Section 3.1(g) are the Locked Shares. The Locked Share are subject to the Effective Time 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; (whether or unvestedh) notwithstanding [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 Phivida Option Plan, 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 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 terminated and no person will have 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 whenrights or obligations under these agreements.

Arrangement. (1) At Commencing at the Effective Time each of the following events shall occur and shall be deemed to occur sequentially in the following sequence as set out below without any further authorization, act or formality, in each case, unless stated otherwise, case effective as at one minute intervals starting at the specific time on the Effective TimeDate as set out below: (a) each Phivida Share outstanding immediately prior to At the Effective Time Time, all LAC Shares held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will Dissenting Shareholders shall be deemed to have been transferred without any further act or formality to Phivida for cancellation, (free and clear of any Liens, and all Encumbrances) by the holder thereof to WLC; and (i) such Phivida Shareholder will Dissenting Shareholders shall cease to be the registered holder holders of such Dissenting LAC Shares and will cease to have any rights as registered holders of such Phivida Shares LAC Shareholders other than the right to be paid by Phivida, out of its separate assets, the fair value for such Dissenting LAC Shares as set out in Section 4.1(2), and Article 4; (ii) the name of each such Phivida Shareholder’s name will Dissenting Shareholders shall be removed as the registered holder of such Dissenting Shares a LAC Shareholder from the central securities register registers of holders of Phivida Shares LAC Shareholders maintained by on or on behalf of Phivida, and Phivida will be deemed LAC; and (iii) such LAC Shares so transferred to be the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting Shares will WLC shall thereupon be cancelled and returned to treasury of Phividawithout payment; (b) five minutes after the Effective Time, (i) each issued and outstanding Phivida Share (other than LAC Out-Of-The-Money-Award will be cancelled without any Phivida Share payment in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner 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 Phivida LAC Exchange Option which is outstanding and has not been duly exercised prior to at the Effective Time (whether vested or unvested) notwithstanding the terms of the Phivida Option Plan, will be exchanged for an option (each, a “Replacement Option”) Option to purchase from Choom, the acquire such number of Choom WLC Shares as is equal to the product obtained when to: (A) the that number of Phivida LAC Common Shares subject to the Phivida that were issuable upon exercise of such LAC Exchange Option immediately prior to the Effective Time is Time, 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 WLC Shares. The , at an exercise price per Choom WLC Share subject to a Replacement Option shall be an amount equal to the greater of the quotient obtained whendetermined 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 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 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 WLC (free and clear of all Encumbrances) 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 this Plan of Arrangement; (ii) such holders’ name shall be removed from the register of the LAC Common Shares maintained by or on behalf of LAC; (iii) WLC shall be 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 register of the LAC Common Shares 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 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) At Commencing at the Effective Time each of Time, the following events shall will occur and shall will be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Exchangeable Elected Share outstanding immediately prior to the Effective Time 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choomthe holder thereof, without any act or formality on the part of the holder of such Phivida Share or Choomholder, free and clear of all Liens, to ExchangeCo in exchange for the applicable Consideration, provided (i) that the aggregate number of Choom Shares payable to any one Phivida Shareholder, if calculated to include a or fraction of a Choom Share, fully paid and non-assessable Exchangeable Share equal to the Exchange Ratio together with (ii) the rights and benefits to which such holder will be rounded down entitled pursuant to or as a result of the nearest whole Choom ShareVoting and Exchange Trust Agreement and the Exchangeable Share Support Agreement, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder holder will be removed from the central securities register of holders of Phivida Common Shares and added to the register of holders of Choom Shares, Exchangeable Shares and Choom ExchangeCo will be recorded as the registered holder of such Phivida Shares Common Share so exchanged and will be deemed to be the legal and beneficial owner thereof; andprovided that, 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 any such election made by any such holder will be deemed to be an election to receive Parent Common Stock and each Common Share held by such holder will be deemed to be a Parent Elected Share; (b) 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 Phivida 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 Parent in exchange for that number or fraction of a fully paid and non-accessible Parent Common Stock equal to the Exchange Ratio, 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 Parent Common Stock; and (d) each Company Option which is outstanding and has not been duly exercised unexercised immediately prior to the Effective Time (Time, whether or unvested) notwithstanding the terms of the Phivida Option Plannot vested, will be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, the a number of Choom Shares Parent Common Stock equal to the product obtained when (A) of the Exchange Ratio multiplied by the number of Phivida Common Shares subject to the Phivida such Company Option immediately prior to the Effective Time is multiplied by (B) the Exchange RatioTime, 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 rounding down to the nearest whole number of Choom Shares. The share, and such Replacement Option will provide for an exercise price per Choom Share Parent Common Stock equal to U.S. $0.40 (regardless of the exercise price previously applicable to that Company Option). The term to expiry, conditions to, restrictions on and manner of exercising, exercisability, vesting schedule, and all other provisions of such Replacement Option will otherwise be unchanged from those of the Company Option as if any reference to the Company therein were a reference to the Parent. Parent shall be deemed to have assumed and adopted the Company’s obligations under each such Company Option and any document or agreement previously evidencing a Company Option will thereafter evidence and be deemed to evidence such Replacement Option; provided, however, that each Replacement Option issued in accordance with this Section 2.2(d) shall, in accordance with its terms, be subject to a Replacement Option shall be an amount equal further adjustment as 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 quotient obtained whenEffective Time; and (e) coincident with the transactions set out above in this Section 2.2, 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 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. All rights of holders of Exchangeable Shares under the Voting and Exchange Trust Agreement will be received by them as part of the property receivable under Section 2.2(a) or Section 2.2(b) in exchange for the Common Shares.

Arrangement. (1) At 3.1 On the Effective Time each of Date, the following events shall occur and shall be deemed to occur sequentially as set out below in the following chronological order without any further authorization, act or formality, notwithstanding anything contained in each casethe provisions attaching to any of Zenith, unless stated otherwiseHigh Point or Top Exploration, effective as at one minute intervals starting at but subject to the Effective Timeprovisions of Article 6: (a) Zenith will transfer the Assets to each Phivida of High Point and Top Exploration in consideration for High Point Shares and Top Exploration Shares (the “Distributed High Point and Top Exploration Shares”), such that the number of Distributed High Point and Top Exploration Shares received by Zenith from each Zenith Subsidiary in consideration for the Assets will equal the number of issued and outstanding Zenith Shares multiplied by the Conversion Factor as of the Share outstanding immediately prior to the Effective Time held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised Distribution Record Date, and Zenith will be deemed added 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 each of Phivida Shares maintained by or on behalf of Phivida, High Point and Phivida will be deemed to be the transferee Top Exploration in respect of such Dissenting High Point Shares and Top Exploration 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 The authorized share capital of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) Zenith will be transferred to, and acquired by Choom, without any act or formality on changed by: (i) Altering the part identifying name of the holder Zenith Shares to Class A Shares; (ii) Creating a class consisting of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided that the aggregate an unlimited number of Choom Shares payable 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 any the Plan of Arrangement, being the Zenith Class A Preferred Shares; (c) Each issued Zenith Class A Share will be exchanged for one Phivida ShareholderNew Share and one Zenith Class A Preferred Share and, if calculated subject to include a fraction the exercise of a Choom Shareright of dissent, will be rounded down to the nearest whole Choom Share, with no consideration being paid for holders of the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Zenith Class A Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares Zenith and will be added to the central securities register of as the holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 New Shares equal to and Zenith Class A Preferred Shares that they have received on the product obtained when exchange; (Ad) All of the number issued Zenith Class A Shares will be cancelled with the appropriate entries being made in the central securities register of Phivida Zenith and the aggregate paid up capital (as that term is used for purposes of the Tax Act) of the Zenith Class A Shares subject to the Phivida Option immediately prior to the Effective Time Date will be allocated between the New Shares and the Zenith Class A Preferred Shares so that the aggregate paid up capital of the Zenith Class A Preferred Shares is multiplied equal to the aggregate fair market value of the Distributed High Point and Top Exploration Shares as of the Effective Date, and each Zenith Class A Preferred Share so issued will be issued 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 Zenith at an issue price equal to such aggregate fair market value divided by the number of Choom issued Zenith Class A Preferred Shares, such aggregate fair market value of the Distributed High Point and Top Exploration Shares otherwise issuable to be determined as at the Effective Date by resolution of the board of directors of Zenith; (e) Zenith will redeem the issued Zenith Class A Preferred Shares for consideration consisting solely of the Distributed High Point and Top Exploration Shares such that each holder of Zenith Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of High Point Shares and Top Exploration Shares that is equal to the number of Zenith Class A Preferred Shares multiplied by the Conversion Factor held by such holder; (f) The name of each holder of Zenith Class A Preferred Shares will be removed as such from the central securities register of Zenith, and all of the issued Zenith Class A Preferred Shares will be cancelled with the appropriate entries being made in the central securities register of Zenith; (g) The Distributed High Point and Top Exploration Shares transferred to the holders of the Zenith Class A Preferred Shares pursuant to step described in section (e) of this Article above will be registered in the names of the former holders of Zenith Class A Preferred Shares and appropriate entries will be made in the central securities register of High Point and Top Exploration; (h) The Zenith Class A Shares and the Zenith Class A Preferred Shares, none of which will be allotted or issued once the steps referred to in steps of section (c) and section (e) of this Article above are completed, will be cancelled and the authorized share structure of Zenith will be changed by eliminating the Zenith Class A Shares and the Zenith Class A Preferred Shares therefrom; (i) The Notice of Articles and Articles of Zenith will be amended to reflect the changes to its authorized share structure made pursuant to this Plan of Arrangement; and 3.2 Notwithstanding Article 3.1(e), no fractional High Point or Top Exploration Shares shall be distributed to the Zenith Shareholders and as a result all fractional share amounts arising under such sections shall be rounded down to the nearest whole number number. Any Distributed High Point and Top Exploration Shares not distributed as a result of Choom Shares. this rounding down shall be dealt with as determined by the board of directors of Zenith in its absolute discretion. 3.3 The exercise price per Choom holders of the Zenith Class A Shares and the holders of New Shares and Zenith Class A Preferred Shares referred to in Article 3.1(c), and the holders of the Zenith Class A Preferred Shares referred to in Article 3.1(e), Article 3.1(f) and Article 3.1(g), shall mean in all cases those persons who are Zenith Shareholders at the close of business on the Share Distribution Record Date, subject to a Replacement Option Article 5. 3.4 All New Shares, Zenith Class A Preferred Shares and High Point Shares and Top Exploration Shares issued pursuant to this Plan of Arrangement shall be an amount equal deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA. 3.5 The Arrangement shall become final and conclusively binding on the Zenith Shareholders, the High Point Shareholders and the Top Exploration Shareholders and on Zenith, High Point and Top Exploration on the Effective Date. 3.6 Notwithstanding that the transactions and events set out in Article 3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of Zenith and High Point and Top Exploration 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 Article 3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefore, and any necessary additions to or deletions from share registers. 3.7 For efficiency reasons Top Exploration and High Point may proceed directly with the issuance of the Top Exploration Shares and the High Point Shares to the quotient obtained whenZenith Shareholders by way of treasury orders and all share exchanges and cancelations described in Article 3.1 shall be deemed to have occurred.

Arrangement. (1) At Commencing at the Effective Time Time, each of the following events set out below shall occur and shall be deemed to occur sequentially in the following sequence or as set out otherwise provided below or herein, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Pan Am Common Share outstanding immediately prior to the Effective Time 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 Phivida Dissenting Shareholder has validly exercised his, her or its Dissent RightRights (each, a “Dissenting Share”) will shall be directly transferred to, and acquired assigned by Choomsuch Dissenting Shareholder to Pan Am, without any further act or formality on the part of the holder of such Phivida Share or Choom, and free and clear of all Liensany liens, in exchange for the applicable Considerationcharges and encumbrances of any nature whatsoever, provided that the aggregate number of Choom Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, and will be rounded down cancelled and cease to the nearest whole Choom Share, with no consideration being paid for the fractional share, be outstanding and such Phivida Shareholder Dissenting Shareholders will cease to have any rights as Pan Shareholders other than the right to be paid the holder fair value for their Pan Am Common Shares by Pan Am; (b) the authorized share structure of such Phivida Pan Am shall be altered by: (i) renaming and redesignating all of the issued and unissued Pan Am Common Shares as “Class A common shares without par value” and amending the name special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each such Phivida Shareholder share held, being the “Pan Am Class A Shares”; and (ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and special rights and restrictions identical to those of the Pan Am Common Shares immediately prior to the Effective Time, being the “New Pan Am Shares”; (c) Pan Am’s Notice of Articles shall be amended to reflect the alterations in Section 2.1(b); (d) each issued and outstanding Pan Am Class A Share outstanding on the Distribution Record Date shall be exchanged for: (i) one New Pan Am Share; and (ii) one-fifth of a Legacy Common Share, the holders of the Pan Am Class A Shares will be removed from the central securities register of Pan Am as the holders of Phivida Shares such and will be added to the central securities register of Pan Am as the holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 New Pan Am Shares that they have received on the exchange set forth in this Section 2.1(d), and the Legacy Common Shares transferred to the then holders of the Pan Am Class A Shares will be registered in the name of the former holders of the Pan Am Class A Shares and Pan Am will provide Legacy and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Legacy; (e) all of the issued Pan Am Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Pan Am, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Pan Am Shares will be equal to that of the product obtained when (A) the number of Phivida Pan Am Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied by less the fair market value of the Legacy Shares distributed pursuant to Section 2.1(d); and (Bf) the Exchange Ratio, provided that if the foregoing would result in the issuance Notice of a fraction Articles of a Choom Share on any particular exercise of Replacement Options, then the number of Choom Shares otherwise issuable Pan Am shall be rounded down amended to reflect 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 whenalterations in Section 2.1(d) and Section 2.1(e).

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida outstanding TMB Common Share outstanding immediately prior to the Effective Time that is not held by a Phivida Shareholder in respect of which holder who has exercised its 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 is ultimately entitled to be paid by Phivida, out of its separate assets, the fair value for such Dissenting of TMB Common 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 TMB Common Shares held by Luminex or any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her Subsidiary or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 Shareaffiliate thereof), will be rounded down exchanged by the holder thereof for that number of fully paid and non-assessable Luminex Common Shares equal to the nearest whole Choom ShareShare Exchange Ratio, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder holder of TMB Common Shares will be removed from the central securities register of holders of Phivida TMB Common Shares and added to the register of holders of Choom SharesLuminex Common Shares and Luminex or a Subsidiary of Luminex, and Choom as the case may be, will be recorded as the registered holder of such Phivida TMB Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and; (cb) each Phivida TMB Option which is outstanding and has not been duly exercised immediately prior to the Effective Time (Time, whether or unvested) notwithstanding the terms of the Phivida Option Plannot vested, will shall be exchanged for an option granted by Luminex (each, a “Replacement Converted Parent Option”) to purchase from Choom, acquire (on the same terms and conditions as were applicable to such TMB Option pursuant to the relevant TMB Stock Option Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time) the number of Choom Shares equal (rounded down to the product obtained when nearest whole number) of Luminex Common Shares determined by multiplying (A) the number of Phivida TMB Common Shares subject to the Phivida such TMB Option immediately prior to the Effective Time is multiplied by (B) the Share Exchange Ratio. The exercise price per Luminex Common Share subject to any such Converted Luminex Option (the “Converted Parent Option Exercise Price”) will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per TMB Common Share subject to such TMB Option immediately prior to the Effective Time and (B) the Share Exchange Ratio, provided that if expressed in U.S. dollars based on the foregoing would result noon buying rate of the Bank of Canada on the last trading day immediately preceding the Effective Date. The conversion mechanism set forth in this section 2.2(b) shall be adjusted to the issuance extent required to comply with Section 409A of the United States Internal Revenue Code and the rules, regulations and guidance promulgated thereunder, where applicable; (c) each TMB Warrant outstanding immediately prior to the Effective Time shall be deemed to be exchanged for a fraction of a Choom Share warrant to acquire (on any particular exercise of Replacement Options, then the same terms and conditions as were applicable to such TMB Warrant pursuant to the terms under which it was issued and the agreement evidencing the issue thereof prior to the Effective Time) the number of Choom Shares otherwise issuable shall be (rounded down to the nearest whole number) of Luminex Common Shares determined by multiplying (A) the number of Choom SharesTMB Common Shares subject to such TMB Warrant immediately prior to the Effective Time by (B) the Share Exchange Ratio. The exercise price per Choom Luminex Common Share subject to a Replacement Option shall any such TMB Warrant will be an amount (rounded up to the nearest whole cent) equal to the quotient obtained whenof (A) the exercise price per TMB Common Share subject to such TMB Warrant immediately prior to the Effective Time and (B) the Share 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. The conversion mechanism set forth in this section 2.2(c) shall be adjusted to the extent required to comply with Section 409A of the United States Internal Revenue Code and the rules, regulations and guidance promulgated thereunder, where applicable; and (d) each TMB Convertible Security outstanding immediately prior to the Effective Time shall be deemed to be exchanged for a convertible security granted by Luminex to acquire (on the same terms and conditions as were applicable to such TMB Convertible Security pursuant to the terms under which it was issued and the agreement evidencing the issue thereof prior to the Effective Time) the number (rounded down to the nearest whole number) of Luminex Common Shares determined by multiplying (A) the number of TMB Common Shares subject to such TMB Convertible Security immediately prior to the Effective Time by (B) the Share Exchange Ratio. The exercise price per Luminex Common Share subject to any such TMB Convertible Security will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per TMB Common Share subject to such TMB Convertible Security immediately prior to the Effective Time and (B) the Share 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. The conversion mechanism set forth in this section 2.2(d) shall be adjusted to the extent required to comply with Section 409A of the United States Internal Revenue Code and the rules, regulations and guidance promulgated thereunder, where applicable.

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Parent Elected Share will be transferred by the holder thereof to Parent in exchange for the number 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 Exchangeable Elected Share will be transferred by the holder thereof to ExchangeCo in exchange for the number of Exchangeable Shares 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 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 ACI Stock Option. Such Parent Option shall provide for an exercise price per share of Parent Common Stock equal to 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; (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 each award of any 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 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 shall cease to be the registered holder of such Dissenting represent a right or award with respect to ACI Common Shares and will cease shall be converted, at the Effective Time, into a right or award with respect to have any rights as registered holders shares 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(2Parent Common Stock (a "PARENT STOCK-BASED AWARD"), 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of same terms and conditions as were applicable under ACI Share-Based Awards (but taking into account any changes thereto, including the holder of such Phivida Share or Choomacceleration thereof, free and clear of all Liensprovided for in ACI Stock Plans, in exchange for any award agreement or in such ACI Share-Based Award by reason of this Plan of Arrangement or the applicable Consideration, provided that the aggregate transactions contemplated hereby). The number of Choom shares of Parent Common Stock subject to each such Parent Stock-Based Award shall be equal to the number of ACI Common Shares payable subject to any one Phivida ShareholderACI Share-Based Awards, if calculated to include a fraction of a Choom Share, will be multiplied by the ACI Exchange Ratio (with the resulting product rounded down to the nearest whole Choom Share, with no consideration being paid for share). All dividend equivalents credited to the fractional share, such Phivida Shareholder will cease to be the account of each holder of a ACI Share-Based Award as of the Effective Time shall remain credited to such Phivida Shares holder's account immediately following the Effective Time, subject to adjustment in accordance with the 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 name terms of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereofACI Stock Plans); and (cf) each Phivida Option which is outstanding and has not been duly exercised prior Prior to the Effective Time (whether or unvested) notwithstanding Time, ACI shall take all necessary action for the terms adjustment of the Phivida Option Plan, will be exchanged ACI Share-Based Awards under this Section 2.2. Parent shall reserve for an option (each, issuance a “Replacement Option”) number of shares of Parent Common Stock at least equal to purchase from Choom, the number of Choom Shares equal to the product obtained when (A) the number shares of Phivida Shares Parent Common Stock that will be subject to Parent Options and Parent Stock-Based Awards as a result of the Phivida Option immediately prior to the Effective Time is multiplied actions contemplated by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance this Plan 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 whenArrangement.

Arrangement. (1) 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, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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) At 3.1 Commencing at the Effective Time Time, each of the following events set out below shall occur by operation of law and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective formality except as at one minute intervals starting at the Effective Timeotherwise provided herein: (a) each Phivida Share Tribute Option outstanding immediately prior to the Effective Time Time, notwithstanding any contingent vesting provisions to which it might otherwise have been subject, shall be deemed to be fully vested; (b) the Tribute Common Shares held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will Tribute Dissenting Shareholders shall be deemed to have been transferred without any further act or formality to Phivida for cancellation, Can Merger Sub (free and clear of any Liens, claims) and cancelled and as at the Effective Time such Phivida Tribute Dissenting Shareholder will cease to be the registered holder of such Dissenting Shares and will shall cease to have any rights as registered holders of such Phivida Shares Tribute Common Shareholders other than the right to be paid by Phivida, out of its separate assets, the fair value for of their Tribute Common Shares in accordance with Article 5; (c) if a Tribute Optionholder provides to Tribute, on or before the 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 Dissenting Shares as set out in Section 4.1(2Tribute Optionholder are subject to an exchange election (“Exchange Options”), and each 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 Exchange Option 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 surrendered to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, Tribute in exchange for the applicable Consideration, provided that the aggregate such number of Choom Tribute Common 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 whenwhen the Tribute Option Differential applicable to such Exchange Option is divided by the 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 any Tribute Options held by such Tribute Optionholder, such Tribute Options not subject to an election shall be deemed to be (A) Exchange Options in the 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 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) At Commencing at the Effective Time Time, in five minute increments each of the following events shall occur and shall be deemed to occur sequentially as set out below consecutively in the following order, except where noted, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) Each TransGlobe Option outstanding at the Effective Time (whether vested or unvested), notwithstanding the terms of the TransGlobe Option Plan, shall be, and shall be deemed to be, without further action by or on behalf of a holder of TransGlobe Options, fully and unconditionally vested and exercisable, and shall be surrendered and transferred to TransGlobe (free and clear of any Liens) for cancellation in exchange for a cash payment from TransGlobe equal to, for each Phivida TransGlobe Share for which the TransGlobe Option may be exercised, the amount (if any) by which (x) the product of the Closing VWAP multiplied by the Exchange Ratio exceeds (y) the Exercise Price thereof and for greater certainty, where such amount is zero or negative, none of TransGlobe, VAALCO, AcquireCo or the Depositary shall be obligated to pay the holder of such TransGlobe Option any amount in respect of such TransGlobe Option, and (i) the TransGlobe Options so surrendered and transferred and any agreements related thereto shall be, and shall be deemed to be, cancelled and extinguished without any further action on the part of the holder thereof or TransGlobe; (ii) the holders of all such TransGlobe Options shall cease to be holders of TransGlobe Options and to have any rights as holders of TransGlobe Options other than the right to receive the consideration to which they are entitled pursuant to this Section 3.1(a) and such holders’ names shall be removed as the holders from the register of TransGlobe Options maintained by or on behalf of TransGlobe; (iii) any agreement, certificate or other document evidencing the TransGlobe Options or the right of a holder thereof to any such TransGlobe Options shall be void and of no further force or effect as of such time and none of TransGlobe, VAALCO nor AcquireCo shall have any further liabilities or obligations to the former holders thereof with respect thereto other than the obligation of TransGlobe to pay the consideration to which the holders of the TransGlobe Options are entitled to receive pursuant to this Section 3.1(a); and (iv) the TransGlobe Option Plan shall be terminated and of no further force and effect. (b) Notwithstanding the terms of the TransGlobe DSU Plan, the “Final Payment Date” (as defined in the TransGlobe DSU Plan) of each TransGlobe Surrendered DSU shall be, and shall be deemed to be, the effective time of this Section 3.1(b) and each TransGlobe Surrendered DSU outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, without further action by or on behalf of a holder of TransGlobe Surrendered DSUs, fully and unconditionally vested, and settled and paid by surrender and transfer from the holder thereof to TransGlobe (free and clear of any Liens) for cancellation in exchange for a cash payment from TransGlobe equal to the product of the Closing VWAP multiplied by the Exchange Ratio for each TransGlobe Surrendered DSU, and (i) the TransGlobe Surrendered DSUs so surrendered and transferred and any agreements related thereto shall be, and shall be deemed to be, cancelled and extinguished without any further action on the part of the holder thereof or TransGlobe; (ii) the holders of all such TransGlobe Surrendered DSUs shall cease to be holders of TransGlobe Surrendered DSUs, to have any rights as holders of TransGlobe Surrendered DSUs other than the right to receive the consideration to which they are entitled pursuant to this Section 3.1(b) and such holders’ names shall be removed as the holders from the register of TransGlobe DSUs maintained by or on behalf of TransGlobe; and (iii) any agreement, certificate or other document evidencing the TransGlobe Surrendered DSUs or the right of a holder thereof to any such TransGlobe Surrendered DSUs shall be terminated and of no further force or effect as of such time and none of TransGlobe, VAALCO nor AcquireCo shall have any further liabilities or obligations to the former holders thereof with respect thereto other than the obligation of TransGlobe to pay the consideration to which the holders of the TransGlobe Surrendered DSUs are entitled to receive pursuant to this Section 3.1(b). (c) Notwithstanding the terms of the TransGlobe PSU Plan, each TransGlobe Surrendered PSU outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, without further action by or on behalf of a holder of TransGlobe Surrendered PSUs, fully and unconditionally vested at the TransGlobe PSU Vesting Percentage, and surrendered and transferred by the holder thereof to TransGlobe (free and clear of any Liens) for cancellation in exchange for a cash payment from TransGlobe equal to the product of the Closing VWAP multiplied by the Exchange Ratio for each TransGlobe Surrendered PSU, and (i) the TransGlobe Surrendered PSUs so surrendered and transferred and any agreements related thereto shall be, and shall be deemed to be, cancelled and extinguished without any further action on the part of the holder thereof or TransGlobe; (ii) the holders of all such TransGlobe Surrendered PSUs shall cease to be holders of TransGlobe Surrendered PSUs, to have any rights as holders of TransGlobe Surrendered PSUs other than the right to receive the consideration to which they are entitled pursuant to this Section 3.1(c) and such holders’ names shall be removed as the holders from the register of TransGlobe PSUs maintained by or on behalf of TransGlobe; and (iii) any agreement, certificate or other document evidencing the TransGlobe Surrendered PSUs or the right of a holder thereof to any such TransGlobe Surrendered PSUs shall be terminated and of no further force or effect as of such time and none of TransGlobe, VAALCO nor AcquireCo shall have any further liabilities or obligations to the former holders thereof with respect thereto other than the obligation of TransGlobe to pay the consideration to which the holders of the TransGlobe Surrendered PSUs are entitled to receive pursuant to this Section 3.1(c). (d) Notwithstanding the terms of the TransGlobe RSU Plan, the “Distribution Date” (as defined in the TransGlobe RSU Plan) of each TransGlobe Surrendered RSU shall be, and shall be deemed to be, the effective time of this Section 3.1(d) and each TransGlobe Surrendered RSU outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, without further action by or on behalf of a holder of TransGlobe Surrendered RSUs, fully and unconditionally vested, and surrendered and transferred by the holder thereof to TransGlobe (free and clear of any Liens) for cancellation in exchange for a cash payment from TransGlobe equal to the product of the Closing VWAP multiplied by the Exchange Ratio for each TransGlobe Surrendered RSU, and (i) the TransGlobe Surrendered RSUs so surrendered and transferred and any agreements related thereto shall be, and shall be deemed to be, cancelled and extinguished without any further action on the part of the holder thereof or TransGlobe; (ii) the holders of all such TransGlobe Surrendered RSUs shall cease to be holders of TransGlobe Surrendered RSUs, to have any rights as holders of TransGlobe Surrendered RSUs other than the right to receive the consideration to which they are entitled pursuant to this Section 3.1(d) and such holders’ names shall be removed as the holders from the register of TransGlobe RSUs maintained by or on behalf of TransGlobe; (iii) any agreement, certificate or other document evidencing the TransGlobe Surrendered RSUs or the right of a holder thereof to any such TransGlobe Surrendered RSUs shall be terminated and of no further force or effect as of such time and none of TransGlobe, VAALCO nor AcquireCo shall have any further liabilities or obligations to the former holders thereof with respect thereto other than the obligation of TransGlobe to pay the consideration to which the holders of the TransGlobe Surrendered RSUs are entitled to receive pursuant to this Section 3.1(d); (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 (free and clear of any Liens) in accordance with, and in exchange for the consideration contemplated in, Article 4 and: (i) such Dissenting Shareholder 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 TransGlobe Shareholders in respect of each such Dissent Share, and at such time each Dissenting Shareholder will have only the rights set out in Section 4.1; (ii) such Dissenting Shareholder 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 (free and clear of all Liens) and the central securities register of TransGlobe shall be, and shall be deemed to be, revised accordingly. (f) Each TransGlobe Share outstanding immediately prior to the Effective Time (other than any TransGlobe Share held by a Phivida Shareholder in respect VAALCO, AcquireCo or any of which their respective affiliates or any Dissent Rights have been validly exercised will Shares) shall be deemed to have been be transferred and assigned by the holder thereof, without any further act or formality on its part, to Phivida for cancellation, AcquireCo (free and clear of any Liens) in exchange for the Consideration, subject to Sections 3.2 and 5.3, and (i) the registered holder thereof shall cease to be, and such Phivida Shareholder will shall be deemed to cease to be be, the registered holder of each such Dissenting Shares TransGlobe Share and will cease to have any rights as registered holders the name 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)registered holder shall be, and such Phivida Shareholder’s name will shall be deemed to be, removed as from the register of TransGlobe Shareholders; (ii) the registered holder of 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 Dissenting Shares from the central securities register of holders of Phivida Shares maintained by or on behalf of Phivida, TransGlobe Share; and (iii) AcquireCo shall be and Phivida will shall be deemed to be the transferee holder 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part all of the holder of such Phivida Share or Choom, outstanding TransGlobe Shares (free and clear of all Liens) and the central securities register of TransGlobe shall be, in exchange and shall be deemed to be, revised accordingly. (g) Pursuant to the terms of the Tennessee DSU Plan (including but not limited to sections 3.1 and 4.8), each one TransGlobe Continuing DSU shall be continued on the same terms and conditions as were applicable immediately prior to the Effective Time except that, pursuant to the terms of the Amended and Restated TransGlobe DSU Plan, the terms of such TransGlobe Continuing DSU shall be amended so as to substitute for the applicable Consideration, provided that the aggregate TransGlobe Shares underlying such TransGlobe Continuing DSU such number of Choom VAALCO 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and (cnumber) 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 TransGlobe Shares subject to the Phivida Option immediately prior to the Effective Time is underlying such TransGlobe Continuing DSU, multiplied by (B) the Exchange Ratio, provided that if and all such TransGlobe Continuing DSUs shall continue to be governed by and subject to the foregoing would result terms and conditions of the Amended and Restated TransGlobe DSU Plan. (h) Simultaneously with the amendment in Section 3.1(g), pursuant to the issuance terms of a fraction the Tennessee PSU Plan (including but not limited to sections 3.1, 4.6, 4.12 and 4.13), each one TransGlobe Continuing PSU shall be continued on the same terms and conditions as were applicable immediately prior to the Effective Time except that, pursuant to the terms of a Choom Share on any particular exercise the Amended and Restated TransGlobe PSU Plan, the terms of Replacement Options, then such TransGlobe Continuing PSU shall be amended so as to substitute for the TransGlobe Shares underlying such TransGlobe Continuing PSU such number of Choom VAALCO Shares otherwise issuable shall be (rounded down to the nearest whole number) equal to (A) the number of Choom SharesTransGlobe Shares underlying such TransGlobe Continuing PSU, multiplied by (B) the Exchange Ratio, and all such TransGlobe Continuing PSUs shall continue to be governed by and subject to the terms and conditions of the Amended and Restated TransGlobe PSU Plan. (i) Simultaneously with the amendment in Section 3.1(g), pursuant to the terms of the Tennessee RSU Plan (including but not limited to sections 3.1, 4.11 and 4.12), each one TransGlobe Continuing RSU shall be continued on the same terms and conditions as were applicable immediately prior to the Effective Time except that, pursuant to the terms of the Amended and Restated TransGlobe RSU Plan, the terms of such TransGlobe Continuing RSU shall be amended so as to substitute for the TransGlobe Shares underlying such TransGlobe Continuing RSU such number of VAALCO Shares (rounded down to the nearest whole number) equal to (A) the number of TransGlobe Shares underlying such TransGlobe Continuing RSU, multiplied by (B) the Exchange Ratio, and all such TransGlobe Continuing RSUs shall continue to be governed by and subject to the terms and conditions of the Amended and Restated TransGlobe RSU Plan. The exercise price per Choom Share subject events provided for in this Section 3.1 will be deemed to a Replacement Option shall occur on the Effective Date, notwithstanding that certain procedures related thereto may not be an amount equal to completed until after the quotient obtained whenEffective Date.

Arrangement. (1) At 3.1 On the Effective Time each of Date, the following events shall occur and shall be deemed to occur sequentially as set out below in the following chronological order without any further authorization, act or formality, notwithstanding anything contained in each casethe provisions attaching to any of the Parties, unless stated otherwise, effective as at one minute intervals starting at but subject to the Effective Timeprovisions of Article 6: (a) each Phivida Share outstanding immediately prior PUF will transfer the Assets to Natures Hemp in consideration for the number equal to the Effective Time held by a Phivida Shareholder in respect number 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 PUF Shares as set out in Section 4.1(2of the Record Date of Natures Hemp common shares less the number of Natures Hemp common shares already issued to PUF (collectively the “Distributed Natures Hemp Shares”), and such Phivida Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the . The central securities register of holders of Phivida Shares maintained by or on behalf of Phivida, and Phivida will Natures Hemp shall 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;amended accordingly. (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect The authorized share capital of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) PUF will be transferred to, and acquired by Choom, without any act or formality on altered by: (i) changing the part identifying name of the holder PUF Shares to Class A common shares without par value, being the “PUF Class A Common Shares”; (ii) creating a class consisting of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided that the aggregate an unlimited number of Choom Shares payable common shares without par value (the “New PUF 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 any the Plan of Arrangement, being the PUF Class A Preferred Shares. (c) Each issued PUF Class A Common Share will be exchanged for one Phivida ShareholderNew PUF Share and one PUF Class A Preferred Share and, if calculated subject to include a fraction the exercise of a Choom Shareright of dissent, will be rounded down to the nearest whole Choom Share, with no consideration being paid for holders of the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida PUF Class A Common Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares PUF and will be added to the central securities register of as the holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 New PUF Shares equal to and PUF Class A Preferred Shares that they have received on the product obtained when exchange. (Ad) All of the number issued PUF Class A Common Shares will be cancelled with the appropriate entries being made in the central securities register of Phivida PUF and the aggregate paid up capital (as that term is used for purposes of the Tax Act) of the PUF Class A Common Shares subject to the Phivida Option immediately prior to the Effective Time Date will be allocated between the New PUF Shares and the PUF Class A Preferred Shares so that the aggregate paid up capital of the PUF Class A Preferred Shares is multiplied equal to the aggregate fair market value of the Distributed Natures Hemp Shares as of the Effective Date, and each PUF Class A Preferred Share so issued will be issued by (B) PUF at an issue price equal to the Exchange Ratioaggregate fair market value of the Distributed Natures Hemp Shares as of the Effective Date, 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 divided by the number of Choom issued PUF Class A Preferred Shares, such aggregate fair market value of the Distributed Natures Hemp Shares otherwise issuable to be determined as at the Effective Date by resolution of the board of directors of PUF. PUF will redeem the issued PUF Class A Preferred Shares for consideration consisting solely of the Distributed Natures Hemp Shares such that each holder of PUF Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Natures Hemp Shares that is equal to the number of PUF Class A Preferred Shares held by such holder multiplied by the Conversion Factor. The total number of Natures Hemp Shares to be distributed to PUF Shareholders shall be 17,500,000 subject to the rounding of fractions and exercise of rights of dissent. (e) PUF will redeem the issued PUF Class A Preferred Shares for consideration consisting solely of the Distributed Natures Hemp Shares such that each holder of PUF Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Natures Hemp Shares that is equal to the number of PUF Class A Preferred Shares held by such holder multiplied by the Conversion Factor; (f) The name of each holder of PUF Class A Preferred Shares will be removed as such from the central securities register of PUF, and all of the issued PUF Class A Preferred Shares will be cancelled with the appropriate entries being made in the central securities register of PUF. (g) The Distributed Natures Hemp Shares transferred to the holders of the PUF Class A Preferred Shares pursuant to step §(e) above will be registered in the names of the former holders of PUF Class A Preferred Shares and appropriate entries will be made in the central securities registers of Natures Hemp. (h) The PUF Class A Common Shares and the PUF Class A Preferred Shares, 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 PUF will be changed by eliminating the PUF Class A Common Shares and the PUF Class A Preferred Shares therefrom. (i) The Notice of Articles of PUF will be amended to reflect the changes to its authorized share structure made pursuant to the Plan of Arrangement. 3.2 Notwithstanding §3.1(e) and §3.1(i) no fractional Natures Hemp Shares shall be distributed to the PUF Shareholders, as a result all fractional share amounts arising under such sections shall be rounded down to the nearest whole number number. Any Distributed Natures Hemp Shares not distributed as a result of Choom Shares. this rounding down shall be dealt with as determined by the board of directors of PUF in its absolute discretion. 3.3 The exercise price per Choom holders of the PUF Class A Common Shares and the holders of New PUF Shares and PUF Class A Preferred Shares referred to in §3.1(c), and the holders of the PUF 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 PUF Shareholders at the close of business on the Share Distribution Record Date, subject to a Replacement Option Article 5. 3.4 In addition to the chronological order in which the transactions and events set out in §3.1 shall occur and shall be an amount equal deemed to occur, the quotient obtained whentime on the Effective Date for the redemption of the PUF Class A Preferred Shares set out in §3.1(e) shall occur and shall be deemed to on the Effective Date. 3.5 All New PUF Shares, PUF Class A Preferred Shares and Natures Hemp Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA. 3.6 The Arrangement shall become final and conclusively binding on the PUF Shareholders and Natures Hemp Shareholders and the Parties on the Effective Date. 3.7 Notwithstanding that the transactions and events set out in §3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of the Parties 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 §3.1 including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefore, and any necessary additions to or deletions from share registers.

Arrangement. (1) At Commencing at the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida outstanding Domtar Common Share outstanding immediately prior to the Effective Time that is not held by a Phivida Shareholder in respect of which holder who has exercised its 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred toby the holder thereof to 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 acquired by Choom, without any act or formality posted for trading on the part Toronto Stock Exchange (the “TSX”)) and the name of the holder of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided that the aggregate number of Choom Domtar Common 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Domtar Common Shares and added to the register of holders of Choom Shares, Class B Common Shares of Offerco and Choom Offerco will be recorded as the registered holder of such Phivida the Domtar Common Shares so exchanged and 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”); andprovided, 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 Phivida Option outstanding Class B Common Share of Offerco in respect of which is outstanding and no election has been made by the holder thereof, or in respect of which an effective election has not been duly exercised prior 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 Effective Time register of holders of Exchangeable Shares and (whether 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 unvestedformality 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) notwithstanding each Class B Common Share of Offerco held by Newco Canada Exchangeco following the terms 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 Phivida Option PlanITA (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 (each, a “Replacement Option”) to purchase from Choom, that number of shares of Spinco Common Stock equal to the number of Choom Domtar Common Shares subject to such Domtar Option and the exercise price per share shall be equal to the product obtained when (A) the number exercise price per share of Phivida Shares subject to the Phivida Option such option immediately prior to the Effective Time is multiplied by Time, (B) each Domtar Option (other than any Domtar Option that has an exercise price equal to or less than the Exchange RatioAverage Spinco Distribution Price) (whether vested or unvested) shall be exchanged, provided 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 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 shares of Spinco Common Stock (rounded down to the nearest whole number of Choom Shares. The number) determined in accordance with the principles set out in Appendix 3 hereto, and having an exercise price per Choom 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 be an amount equal to remain outstanding after the quotient obtained whenEffective Time.

Arrangement. (1) At the Effective Time each Time, Glamis and Goldcorp will effect a combination of their respective businesses by way of an Arrangement under the following events shall occur and shall be deemed BCBCA pursuant to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Timewhich: (a) each Phivida outstanding Glamis Common Share (other than Glamis Common Shares held by a holder who has validly exercised its Dissent Rights or by Goldcorp or any Subsidiary of Goldcorp) will be exchanged by the holder thereof for 1.69 Goldcorp Common Shares (the “Share Exchange Ratio”); (b) each Glamis Option outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged for an option (a “Converted Goldcorp Option”) exercisable to acquire (on the same terms and conditions as were applicable to such Glamis Option pursuant to the relevant Glamis Option Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time held by a Phivida Shareholder and, in respect of which Dissent Rights have been validly exercised will be particular, but without limitation, any options that are deemed to have been transferred without any further act vest at the Effective Time in accordance with the Glamis Option Plan or formality to Phivida for cancellation, free and clear of any Liens, and such Phivida Shareholder will cease to agreement shall be converted into a fully vested Converted Goldcorp Option) 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; number (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder number) of such Phivida Goldcorp Common Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 determined by multiplying: (A) the number of Phivida Glamis Common Shares subject to the Phivida such Glamis Option immediately prior to the Effective Time is multiplied by (B) the Share Exchange Ratio. The exercise price per Goldcorp Common Share subject to any such Converted Goldcorp Option (the “Converted Goldcorp 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 Glamis Common Share subject to such Glamis Option immediately prior to the Effective Time; divided by (B) the Share 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 price otherwise issuable determined shall be rounded down increased to the nearest whole number extent, if any, required to ensure that the In the Money Amount of Choom Shares. The exercise price per Choom Share subject to a Replacement the Converted Goldcorp Option shall be an amount immediately after the exchange is equal to the quotient obtained whenIn the Money Amount of the exchanged Glamis Option immediately before the exchange. The Arrangement may consist of an amalgamation of the Amalgamating Corporations pursuant to Part 9, Division 5 of the BCBCA or an exchange of Goldcorp Common Shares for Glamis Shares as determined by the parties hereto. The Arrangement shall be effected on the terms and subject to the conditions set out in this Agreement and in the Plan of Arrangement, which Plan of Arrangement shall be modified pursuant to subsection 7.02(c) hereof if the Arrangement is effected otherwise than through an amalgamation.

Arrangement. (1) At 3.1 On the Effective Time each Date, subject to the provisions of Article 5 hereof, the following events shall will occur and shall will be deemed to occur sequentially as in the order and at the times set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida issued PMI Share outstanding immediately prior to the Effective Time held by a Phivida 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 Phivida PMI for cancellation, free and clear of any Liensliens, claims and encumbrances, and: (i) such Phivida PMI 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 PMI 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(25.2(a), and ; (ii) such Phivida PMI Shareholder’s 's name will be removed as the registered holder of such Dissenting Shares from the central securities register registers of holders of Phivida PMI Shares maintained by or on behalf of Phivida, and Phivida PMI; and (iii) PMI will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liensliens, claims and encumbrances, and such Dissenting Shares will be cancelled and returned to treasury of Phividatreasury; (b) immediately thereafter, each issued and outstanding Phivida PMI Share (other than any Phivida PMI Share in respect of which a Phivida the PMI Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by ChoomAsanko, without any act or formality on the part of the holder of such Phivida PMI Share or ChoomAsanko, free and clear of all Liensliens, claims and encumbrances, in exchange for such number of Asanko Shares equal to the applicable ConsiderationExchange Ratio, provided that the aggregate number of Choom Asanko Shares payable to any one Phivida PMI Shareholder, if calculated to include a fraction of a Choom Asanko Share, will be rounded down to the nearest whole Choom Asanko Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida PMI Shareholder will be removed from the central securities register of holders of Phivida PMI Shares and added to the register of holders of Choom Asanko Shares, and Choom Asanko will be recorded as the registered holder of such Phivida PMI Shares so exchanged and 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 PMI Option, shall without any further action on the Effective Time (whether or unvested) notwithstanding the terms part of the Phivida Option Planany holder of PMI Options, will be exchanged for an option (each, a “"Replacement Option”") to purchase from Choom, Asanko the number of Choom Asanko Common Shares equal to to: (x) the product obtained when Exchange Ratio multiplied by (Ay) the number of Phivida PMI Shares subject to the Phivida such PMI Option immediately prior to the Effective Time is multiplied by (B) the Exchange RatioTime, provided that if the foregoing would result in the issuance of a fraction of a Choom Asanko Share on any particular exercise of Replacement Options, then the number of Choom Asanko Shares otherwise issuable issued shall be rounded down to the nearest whole number of Choom Asanko Shares. The Such Replacement Option shall provide for an exercise price per Choom 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 Option Warrants, then the number of Asanko Shares otherwise issued shall be an amount equal rounded down to the quotient obtained whennearest 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) At the Effective Time each of Time, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) 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 Common Shares and an unlimited number of Exchangeable Shares, the rights, privileges, restrictions and conditions attaching to each Phivida Share of which classes shall be set out in Appendix A. (b) All of the outstanding immediately prior Turbotak Common Shares and Turbotak Class B Shares, except Turbotak Common Shares or Turbotak Class 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 (hereinafter "Dissenters"), shall be exchanged by the holders thereof for Exchangeable Shares, the number of which shall be in the case of each holder, equal to the Effective Time held product obtained by multiplying 8,200,000 by a Phivida Shareholder in respect fraction, the numerator of which Dissent Rights have been validly exercised will be deemed is the number of Turbotak Common Shares or Class B Shares owned by such holder at Closing and the denominator of which is the total number of outstanding Turbotak Common Shares and Class B Shares at Closing (the "Total Turbotak Outstanding Shares"). (c) Upon the exchange referred to have been transferred without any further act in subsection 2.1(b) above, each holder of exchanged Turbotak Common Shares or formality to Phivida for cancellation, free and clear of any Liens, and such Phivida Shareholder will Turbotak Class B Shares shall cease to be the registered holder of such Dissenting Shares and will cease to a holder, shall 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 his name will be removed as the registered holder of such Dissenting Shares from the central securities register of holders of Phivida Turbotak Common Shares maintained by or on behalf and Class B Shares and shall become a holder of Phivida, and Phivida will be deemed the number of fully paid Exchangeable Shares to be the transferee which he is entitled as a result of such Dissenting Shares, free and clear of any Liens, exchange and such Dissenting Shares will holder's name shall 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 Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Exchangeable Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; andaccordingly. (cd) each Phivida Option which is outstanding and has not been duly exercised prior The Corporation shall add to the Effective Time (whether or unvestedits stated capital account in respect of Exchangeable Shares issued pursuant to subsection 2.1(b) 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 whenaggregate fair market value of the Turbotak Common Shares and Turbotak 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.

Arrangement. (1) At Commencing at the Effective Time each of the following events shall transactions will occur and shall be deemed to occur sequentially as set out below in the following sequence without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida 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 Time shall be transferred to, and acquired by the Company without any further act or formality on its part, free and clear of all Liens, and cancelled and the 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 such Company Share in accordance with Article 5 of this Plan of Arrangement; (b) each Company Class C Preferred Share issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully 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 Phivida Selling Shareholder entitled to Cash Arrangement Consideration as set forth the Payment Spreadsheet will be transferred to Holdco in respect exchange for the portion of which Dissent Rights have been validly exercised the Cash Arrangement Consideration set forth in the Payment Spreadsheet, and the Purchased Shares will be deemed to have been transferred to Holdco without any further act or formality to Phivida for cancellationformality, free and clear of any all Liens, and such Phivida each Selling Shareholder entitled to receive a portion of the Cash Arrangement Consideration will cease to be the registered holder of such Dissenting the Purchased Shares and will cease to have any rights as registered holders holder of such Phivida Purchased Shares other than the right to be paid by Phivida, out Holdco the portion of its separate assets, fair value for such Dissenting Shares as the Cash Arrangement Consideration set out in Section 4.1(2)on the Payment Spreadsheet, and such Phivida Company Shareholder’s name will be removed as the registered holder of such Dissenting Purchased 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 PhividaCompany; (be) each of the issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will Company Common Shares held by the Designated Holder shall be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or ChoomHoldco, free and clear of all Liens, and the Designated Holder will be issued the number of Holdco Common Shares and, in exchange for lieu of any Holdco Common Shares deemed to be Excess Shares, the applicable Considerationnumber of Holdco Non-Voting Common Shares set forth in the Payment Spreadsheet, provided that: (i) no fractional Holdco Common Shares or fractional Holdco Non-Voting Common Shares shall be issued pursuant to this Section 3.1 and the Designated Holder shall receive, in respect of any such fractional Holdco Common Share and fractional Holdco Non-Voting Common Share that would otherwise be issued, 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 treatment per Section 3.2; and (ii) the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder Designated Holder will cease to be the holder of such Phivida Company Shares and the its name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Company Shares and added to the register of holders of Choom Holdco Common Shares and Holdco Non-Voting Common Shares, and Choom Holdco will be recorded as the registered holder of such Phivida the Company Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (f) 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 the 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 Phivida Option which is outstanding Company Shareholder will cease to be the holder of Company Shares and has not been duly exercised prior the name of each Company Shareholder will be removed from the central securities register of Company Shares and added to the Effective Time (whether or unvested) notwithstanding register of Holdco Common Shares, and Holdco will be recorded as the terms registered holder of all of the Phivida Option Plan, Company Shares so exchanged and will be exchanged deemed to be the legal and beneficial owner thereof; (g) the Holdco Common Share held by the Company will be cancelled for an option 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; (each, a “Replacement Option”h) to purchase from Choom, the number Holdco Common Shares and Holdco Non-Voting Common Shares issued and outstanding at the time of Choom this Section 3.1(h) are the Locked Shares. The Locked Shares equal are subject to the product obtained when 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; (Ai) the number of Phivida Shares subject to directors comprising the Phivida Option immediately prior to the Effective Time is multiplied by Holdco board of directors will be set at five individuals consisting of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (Bj) 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 directors comprising the Company board of directors will be rounded down set at one individual consisting of ▇▇▇▇ ▇▇▇▇▇▇▇▇; and (k) the Company will adopt the form of articles attached as Appendix A to the nearest whole number this Plan of Choom SharesArrangement. The exercise price per Choom Share subject to a Replacement Option shall Company Unanimous Shareholders’ Agreement and the Company Investor Rights Agreement will be an amount equal to the quotient obtained whenterminated and no person will have any rights or obligations under these agreements.

Arrangement. (1) At Commencing at the Effective Time Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below consecutively in the following order, except where noted, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) at the Effective Time, each Phivida Share Whistler RSU having a grant date of January 31, 2013 outstanding immediately prior to the Effective Time held by a Phivida Shareholder 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 respect 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 which Dissent Rights have been validly exercised will 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 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 number 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)Whistler Shares, 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 PhividaWhistler shall be, and Phivida will 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 transferee holder of such Dissenting number of Whistler Shares, free and clear the central securities register of any LiensWhistler shall be, and such Dissenting Shares will shall be cancelled and returned deemed to treasury of Phivida; (b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised hisbe, her or its Dissent Right) will be transferred torevised accordingly, and acquired by Choom, without any act or formality on the part of but the holder of such Phivida Share Whistler Performance Award shall not be entitled to a certificate or Choomother document representing the Whistler Shares so issued; (c) concurrently with the preceding step, free each Whistler Option outstanding immediately prior to the Effective Time shall be, and clear of all Liensshall be deemed to be, fully vested and surrendered and transferred to Whistler in exchange consideration for the applicable Consideration, provided issuance by Whistler of that the aggregate number of Choom Whistler Shares payable to any one Phivida Shareholder("Net Surrender Shares") equal to, if calculated to include a fraction of a Choom Share, will be rounded down to the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 (Ai) the number of Phivida Whistler Shares subject to the Phivida such Whistler Option immediately prior to the Effective Time is multiplied by minus (Bii) 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 whole and partial (computed to the nearest whole number four decimal places) Whistler Shares that, when multiplied by the Fair Market Value of Choom Shares. The a Whistler Share is equal to the aggregate exercise price per Choom Share subject to a Replacement of such Whistler Option, and the holder of such Whistler Option shall be an amount equal and shall be deemed to be the quotient obtained whenholder 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 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) the registered holder thereof shall cease to be, 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 otherwise, 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) Vail, Exchangeco and the Trustee shall execute the Voting and Exchange Trust Agreement; and (h) at any time after the completion of the 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 cease being a public corporation for the purposes of the Tax Act, it being expressly provided that the events 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.

Arrangement. (1a) At Subject to section 2.2(b), commencing at the Effective Time each of 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, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred following order 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;formality: (bi) each issued and outstanding Phivida Common Share (other than Common Shares held by ADSX or any Phivida Share in respect of subsidiary or affiliate thereof which a Phivida Shareholder has validly exercised his, her shall not be exchanged under this Arrangement and shall remain outstanding as Common Shares held by ADSX or its Dissent Rightany subsidiary or affiliate thereof) will be transferred to, and acquired by Choomthe holder thereof, without any act or formality on the part of the holder of such Phivida Share or Choomhis part, free and clear of all Liens, to ADSX in exchange for the applicable Consideration, provided that the aggregate number of Choom fully paid and non-assessable ADSX Common Shares payable to any one Phivida Shareholder, if calculated to include a fraction determined by using the Exchange Ratio (accordingly each of a Choom Share, the holders of Common Shares will be rounded down entitled to receive the number of ADSX Common Shares equal to the nearest whole Choom Shareproduct of the Exchange Ratio multiplied by the number of Common Shares held by such holder), with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder holder will be removed from the central securities register of holders of Phivida Common Shares and added to the register of holders of Choom ADSX Common Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and (cii) 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 Dilutive Security shall be exchanged for an option or warrant, as the case may be (each, a “Replacement OptionSecurity”) ), to purchase from Choom, the a number of Choom ADSX Common Shares equal to the product obtained when (A) of the Exchange Ratio multiplied by the number of Phivida Common Shares subject to such Dilutive Security at an exercise price per ADSX Common Share equal to the Phivida Option exercise price per share of such Dilutive Security immediately prior to the Effective Time is multiplied divided by (B) the Exchange Ratio, provided that if . If the foregoing would result calculation results in the issuance of a Replacement Security being exercisable for a fraction of a Choom Share on any particular exercise of Replacement Optionsan ADSX Common Share, then the number of Choom ADSX Common Shares otherwise issuable subject to such Replacement Security shall be rounded down to the nearest next whole number of Choom SharesADSX 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 the Effective Date 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: (i) 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 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 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 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 (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 Choom 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 amount 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 quotient obtained whenproduct 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 rescinded, cancelled and of no effect and ADSX may give notice at any time prior to the Effective Time.

Arrangement. (1) At the Effective Time each of Time, the following events shall and transactions set out below in this Section 3.1, will occur and shall be deemed to occur sequentially as occur, unless otherwise provided, in the order set out below below, without any further authorization, act or formality, in and with each case, unless stated otherwise, effective as at one 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 Phivida Share outstanding immediately prior 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 Effective Time 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 Arrangement) and will cease issue 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 Centiva 16,856,632 Aylen Common Shares, free and clear of any Liens, and such Dissenting Shares will be cancelled and returned to treasury of Phivida; (b) each issued in connection with such transfer: (i) Centiva and outstanding Phivida Share (other than any Phivida Share 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 which a Phivida Shareholder has validly exercised his, her or its Dissent Right) the election will be transferred to, and acquired by Choom, without any act or formality on equal to the part lessor of the holder cost amount to Centiva of such Phivida Share or Choom, free and clear the Distribution Property at the time of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares transfer and the name fair market value of each such Phivida Shareholder will be removed from the central securities register Distribution Property at the time of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereoftransfer; and (cii) each Phivida Option which is outstanding and has not been duly exercised prior the amount added to the Effective Time (whether or unvested) notwithstanding the terms stated capital of the Phivida Option PlanAylen Common Shares issued by Aylen to Centiva, will be exchanged for an option (each, a “Replacement Option”) to purchase from Choom, the number of Choom Shares equal to such agreed amount less the product obtained when value of the liabilities of Centiva assumed by Aylen; (Ac) the number stated capital of Phivida the Centiva Common Shares subject to the Phivida Option immediately prior to the Effective Time is multiplied will be reduced 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 whenfair 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 basis of one Aylen Common Share for each Centiva Common Share; (e) Aylen will deliver to Centiva the Promissory Note and the Security Agreement in form and substance satisfactory to Centiva, in its sole discretion; (f) the articles of Centiva will be amended to change the name of Centiva to ▇▇▇▇▇▇▇▇ Equities Group Inc.; and (g) the Directors of Centiva will be the persons set out in Schedule A.

Arrangement. (1) At Commencing at the Effective Time each of Time, except as noted below, the following events shall occur and shall be deemed to occur sequentially as set out below in the following order, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time all Common Shares held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will Dissenting Shareholders shall be deemed to have been transferred without any further act or formality to Phivida for cancellation, (free and clear of any all Liens, and ) to the Company; and (i) such Phivida Shareholder will Dissenting Shareholders shall cease to be the registered holder holders of such Dissenting Common Shares and will cease to have any rights as registered holders of such Phivida Shares Shareholders other than the right to be paid by Phivida, out of its separate assets, the fair value for such Dissenting Common Shares as set out in Section 4.1(2)Article 4; (ii) such Dissenting Shareholder shall cease to be a Shareholder, and such Phivida Shareholder’s the name will be removed as the registered holder of such Dissenting Shares Shareholder shall be removed from the central securities register of holders of Phivida Common Shares maintained by or on behalf of Phivida, and Phivida the Company; and (iii) such transferred Common Shares will then be deemed to be redeemed and cancelled by the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting Shares will be cancelled and returned to treasury of PhividaCompany; (b) subject to Section 3.3, each issued and outstanding Phivida Common Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Rightthose held by Dissenting Shareholders) will shall be deemed to be assigned and transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, (free and clear of all Liens, ) to Teranga in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and; (c) each Phivida Company Option which is outstanding and has not been duly exercised or rolled over under the Teranga Option Plan prior to the Effective Time (whether or unvested) notwithstanding the terms of the Phivida Option Plan, will Date shall be exchanged by the holder thereof for an a fully vested option to purchase from Teranga (each, each a “Teranga Replacement Option”) to purchase from Choom, the number of Choom Teranga 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 share) equal to 0.60 multiplied by the number of Choom Shares. The Common Shares subject to the Company Option for which it was exchanged, at an exercise price per Choom Teranga Share subject (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 the 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 (f) from and after the Effective Date, at the time of the step contemplated in Section 2.3(e): (i) the 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 Amalco common shares will be an amount equal to the quotient obtained when“paid-up capital”, as that term is defined in the Tax Act, attributable to the Common Shares immediately prior to the Amalgamation; and (iii) Amalco shall have, as its notice of articles and articles, the notice of articles and articles of the Company.

Arrangement. (1) At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially in the following sequence as set out below without any further authorization, act or formality, in each case, unless stated otherwise, case effective as at 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 Phivida 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 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, 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) (less any applicable amounts to be 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 Parties or any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Sulliden RSU Plan; (c) 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, (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) (less any applicable amounts to be 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 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 a Phivida Shareholder Dissenting Shareholders, all in respect accordance with the terms 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 Liensthe SpinCo Conveyance Agreement, and such Phivida Shareholder will cease to Sulliden shall be entered into 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 SpinCo 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 PhividaSpinCo; (bh) each 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 Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 immediately prior to the Effective Time (whether 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 unvested(ii) notwithstanding $15,000,000 in cash using funds from the terms Loan and the transfer to SpinCo of all of the Phivida 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 Plan, will be exchanged for an option a Sulliden Class A Option and one-tenth (each, a “Replacement Option”0.1) 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 SpinCo Option (and when aggregated with the other similar SpinCo Options of a Choom Share on any particular exercise holder of Replacement Optionssuch options resulting in a fraction, then the number of Choom Shares otherwise issuable they shall be rounded down to the nearest whole number of Choom SharesSpinCo 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 per Choom 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 subject 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 a Replacement Option 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 quotient obtained whenpaid-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 Rio Alto (free and clear of all Liens) in exchange for 0.525 of a Rio Alto Share for each Class A Share held, and (i) the holders of such Class A Shares shall cease to 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 register of the Class A Shares maintained by or on behalf of Sulliden; and (iii) Rio Alto shall be 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 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 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 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) At the Effective Time each of Time, unless otherwise specifically provided in this Section 3.02, the following events or transactions shall occur and shall be deemed to occur sequentially as set out below in the following order without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one 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 Phivida Share In-the-Money Option issued and outstanding immediately prior to the Effective Time held shall, without any further action by a Phivida Shareholder in respect or on behalf of which Dissent Rights have been validly exercised will any holder of such In-the-Money Option, be deemed to have been be fully vested and shall be transferred without any further act or formality and disposed by the holder thereof to Phivida for cancellation, the Company (free and clear of any Liensall Encumbrances) and cancelled in exchange for the Option Consideration, 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 In-the-Money Option shall become 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 the Company Shares comprising such Dissenting Shares from Option Consideration and the central securities register of holders the Company shall be revised accordingly, but the holder of Phivida Shares maintained 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 Phivida, and Phivida will be deemed to be the transferee any holder of such Dissenting SharesOut-of-the-Money Option, free and clear of any Liens, and such Dissenting Shares will be cancelled and returned to treasury of Phividawithout any payment therefor; (biii) with respect to each issued and outstanding Phivida Share Company Option: (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent RightA) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in 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 no consideration being paid for the fractional share, such Phivida Shareholder will thereof shall cease to be the holder of such Phivida Shares 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 of each such Phivida Shareholder will 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 holders the Company shall be revised accordingly, but the holder of Phivida Shares 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 added 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 Choom Company Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and; (cf) each Phivida Option which is outstanding concurrently with the surrender and has not been duly exercised prior cancellation of Company Shares held by Dissenting Shareholders pursuant to Section 3.02(e), the Effective Time (whether or unvested) notwithstanding stated capital account maintained by the terms Company in respect of the Phivida Option PlanCompany Shares shall be reduced, will be exchanged for in respect of the Company Shares cancelled pursuant to Section 3.02(e), by an option (each, a “Replacement Option”) to purchase from Choom, the number of Choom Shares 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 Phivida 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 Spinco Shares shall be consolidated (the “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, 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 such Participating Former Securityholder immediately prior to the exchange in this Section 3.02(k) in exchange for the Combination Consideration Cash and the Combination Consideration Purchaser Shares, and upon such exchange: (iv) each 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 Phivida Option provisions of Section 3.06, be entered in the Purchaser’s securities register of holders of Purchaser Shares in respect of the Purchaser Shares payable to such Participating Former Securityholder pursuant to this Section 3.02(k); (l) each Participating Former Securityholder receiving Class A Shares 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, 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 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, if any, payable to such Participating 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 effective immediately following the transfers of the Class A Shares 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 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 cancelled in exchange for a cash payment by the Company to the nearest whole number holder of Choom Shares. The exercise price per Choom Share subject to a Replacement Option shall be an amount such Company DSU equal to the quotient obtained whenC

Arrangement. (1) At Commencing at the Effective Time each of 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, unless stated otherwise, effective as at one minute intervals starting at the Effective Timefollowing order: (a) each Phivida Share Company DSU issued and outstanding immediately prior to the Effective Time Time, whether vested or unvested, will be transferred by the holder thereof to the Company and cancelled in exchange for a cash payment by the Company equal to $11.50; (b) each outstanding Company Common Share other than (i) Company Common Shares held by a Phivida Dissenting Shareholder in respect who is ultimately entitled to be paid the fair value of which Dissent Rights have been validly exercised will its Company Common Shares; and (ii) Company Common Shares held by Walter or any Affiliate thereof; and (iii) Company Common Shares held by any Affiliate of the Company, shall be deemed to have been transferred without any further act or formality by the holder thereof to Phivida Bidco in exchange 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 elected or on behalf of Phivida, and Phivida will be deemed to be elected by the transferee holder in accordance with the holder’s Letter of such Dissenting Shares, free Transmittal and clear Election Form and/or this Plan of any Liens, and such Dissenting Shares will be cancelled and returned to treasury of Phivida;Arrangement): (biv) each issued and outstanding Phivida Share the Cash Option; or (other than any Phivida Share in respect of which v) a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided that the aggregate number of Choom Walter Common Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down equal to the nearest whole Choom ShareExchange Ratio (the “Walter Share Option”), with no consideration being paid for the fractional sharesubject to Sections 2.3 and 2.4, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will holder shall be removed from the central securities register of holders of Phivida Company Common Shares and added (as applicable) to the register of holders of Choom Walter Common Shares, and Choom will Bidco shall be recorded as the registered holder of such Phivida the Company Common Shares so exchanged and will shall be deemed to be the legal and beneficial owner thereof; and; (c) each Phivida outstanding Company Option which is outstanding and that has not been duly exercised prior to the Effective Time (whether or unvested) notwithstanding the terms of the Phivida Option Plan, will shall be exchanged with Walter for an a fully-vested and immediately exercisable option (each, a “Replacement Option”) to purchase from ChoomWalter or the Company, the as Walter may determine, a number of Choom Walter Common Shares equal to the product obtained when (A) of the Exchange Ratio multiplied by the number of Phivida Company Common Shares subject to such Company Option. Such Replacement Option shall provide for an exercise price per Walter Common Share equal to the Phivida exercise price per Company Common Share of such Company Option immediately prior to the Effective Time is multiplied divided by (B) the Exchange Ratio, provided that if . If the foregoing would result calculation results in the issuance total Replacement Options of a particular holder being exercisable for a fraction of a Choom Share on any particular exercise of Replacement OptionsWalter Common Share, then the total number of Choom Walter Common Shares otherwise issuable subject to such holder’s total Replacement Options shall be rounded down to the nearest next whole number of Choom Shares. The Walter Common Shares and the total exercise price per Choom Share subject 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 an amount equal to the quotient obtained whenterminated.

Arrangement. (1) At 3.1 On the Effective Time Date, each of the following events shall occur and set out below shall be deemed to occur sequentially as at the Effective Time in the order set out forth below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time: (a) each Phivida Share outstanding immediately prior to the Effective Time Extendicare Subordinate Voting Shares and the Extendicare Multiple Voting Shares held by a Phivida Shareholder in respect of which Dissenting Shareholders who have validly exercised Dissent Rights have been validly exercised will shall be deemed to have been transferred without any further act or formality to Phivida for cancellation, free Extendicare and clear of any Liens, cancelled and such Phivida Shareholder will shall cease to be the registered holder of outstanding and such Dissenting Shares and will Shareholders shall cease to have any rights as registered holders of such Phivida Shares Shareholders other than the right to be paid by Phivida, out of its separate assets, the fair value for such Dissenting of their Extendicare Subordinate Voting Shares as set out in Section 4.1(2)and/or their Extendicare Multiple Voting Shares, 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 Phividacase may be, 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 Phividain accordance with Section 4.1; (b) each issued the articles of Extendicare shall be amended (i) to create an unlimited number of common shares designated as Common Shares and outstanding Phivida Share having attached thereto the rights, privileges, restrictions and conditions set out in Schedule A attached hereto; and (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Rightii) will be transferred to, and acquired to decrease the authorized share capital by Choom, without any act or formality on the part cancelling all of the holder of such Phivida Share or Choomauthorized Class I Preferred Shares and Class II Preferred Shares and by deleting the rights, free privileges, restrictions and clear of all Liens, in 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 conditions attached to the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Class I Preferred Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Class II Preferred Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and 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 Extendicare Subordinate Voting Share shall be exchanged by the holder thereof with Extendicare for an option one Extendicare Common Share and one ALC Class A Share; (each, a “Replacement Option”d) to purchase from Choom, each Extendicare Multiple Voting Share shall be exchanged by the number of Choom holder thereof with Extendicare for 1.075 Extendicare Common Shares equal to and one ALC Class B Share; (e) (i) Extendicare shall reduce 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 aggregate amount in the issuance of a fraction of a Choom Share on any particular exercise of Replacement Optionsstated capital account it maintains for the Extendicare Multiple Voting Shares to nil, then the number of Choom Shares otherwise issuable and 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 add an amount equal to the quotient obtained whenaggregate amount of such reduction to the stated capital account it maintains for the Extendicare Common Shares;