Common use of Arrangement Procedure Clause in Contracts

Arrangement Procedure. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without any further act or formality: (1) Buyco shall acquire all issued and outstanding Subco-RI Shares from Pubco (the “Purchase Shares”) for consideration of the 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 exchange of securities on a 1:1 basis, as follows: i. each Buyco Share, other than a Buyco Share 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 exchanged by the holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one (1) fully paid and non-assessable Subco-RI Share, and the name of each holder will be removed from the central securities register of Buyco and added to the central securities register of 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 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 deemed to have been cancelled subsequent to their transfer to Subco-RI and will be replaced by a single share certificate registered in the name of Subco-RI and Subco-RI will be and will be deemed to be the lawful owner and transferee of all such Buyco Shares; thereafter, any director of Subco- RI will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully give effect to the transfer and cancellations contemplated hereby;

Arrangement Procedure. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without any further act or formality: (1) Buyco shall acquire all issued and outstanding Subco-RI Shares from Pubco (the “Purchase Shares”) for consideration of the 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 exchange of securities on a 1:1 basis, as follows: i. each Buyco Share, other than a Buyco Share 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 exchanged by the holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one (1) fully paid and non-assessable Subco-RI Share, and the name of each holder will be removed from the central securities register of Buyco and added to the central securities register of 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 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 deemed to have been cancelled subsequent to their transfer to Subco-RI and will be replaced by a single share certificate registered in the name of Subco-RI and Subco-RI will be and will be deemed to be the lawful owner and transferee of all such Buyco Shares; thereafter, any director of Subco- RI will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully give effect to the transfer and cancellations contemplated hereby;

Arrangement Procedure. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without any further act or formality: (1) Buyco shall acquire all issued and outstanding Subco-RI Issuer Shares from Pubco (the “Purchase Shares”) for consideration of the Purchase Price, comprised of the Deposit to be paid on execution of the Arrangement Agreement and the Balance to be paid at Closing, by which share acquisition Buyco shall become the parent of Issuer; (2) Buyco and Subco-RI Issuer shall exchange of securities on a 1:1 basis, as follows: i. (a) each Buyco Share, other than a Buyco Share 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 exchanged by the holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one (1) fully paid and non-assessable Subco-RI Issuer Share, and the name of each holder will be removed from the central securities register of Buyco and added to the central securities register of Subco-RIIssuer; ii. (b) 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 attorney or assignment required to transfer his or her Buyco Shares to Subco- RIIssuer; and iii. (c) the certificates representing the Buyco Shares held by the former Buyco Shareholders will be deemed to have been cancelled subsequent to their transfer to Subco-RI Issuer and will be replaced by a single share certificate registered in the name of Subco-RI Issuer and Subco-RI Issuer will be and will be deemed to be the lawful owner and transferee of all such Buyco Shares; thereafter, any director of Subco- RI Issuer will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully give effect to the transfer and cancellations contemplated hereby; by which securities exchange Issuer shall become the parent of Buyco; (3) Pubco and Issuer shall exchange securities such that Issuer shall issue the Issuer Exchange Shares with an deemed value of $0.02 per share to Pubco in exchange for the granting of use of the Translation Asset from Pubco to Issuer as described and agreed to in the License Agreement, by which securities exchange Issuer shall become a reporting issuer in Alberta and British Columbia; (4) the Purchase Shares shall be cancelled; and (5) the central securities register of each of Pubco, Buyco and Issuer shall be updated accordingly.

Arrangement Procedure. ‌ Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without any further act or formality: (1a) Buyco shall acquire the Purchase Shares, being all issued and outstanding Subco-RI Shares Shares, from Pubco (the “Purchase Shares”) for consideration of the Purchase Price, comprised of the Deposit to be paid on execution of the Arrangement Agreement and the Balance to be paid at Closing; (2b) Buyco and Subco-RI shall exchange of securities on a 1:1 basis, as follows: i. i) each Buyco Share, other than a Buyco Share 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 or her Buyco Shares, will be exchanged by the holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one one (1) fully paid and non-assessable Subco-RI Share, and the name of each holder will be removed from the central securities register of Buyco and added to the central securities register of Subco-RI; ii. the ) each 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 attorney or assignment required to transfer his or her Buyco Shares to Subco- Subco-RI; and iii. ) the certificates representing the Buyco Shares held by the former Buyco Shareholders will be deemed to have been cancelled subsequent to their transfer to Subco-RI and will be replaced by a single share certificate registered in the name of Subco-RI and Subco-RI will be and will be deemed to be the lawful owner and transferee of all such Buyco Shares; thereafter, any director of Subco- Subco-RI will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully give effect to the transfer transfer, share exchange and cancellations contemplated hereby;

Arrangement Procedure. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without any further act or formality: (1) Buyco shall acquire the Purchase Shares, being all issued and outstanding Subco-RI Shares Shares, from Pubco (the “Purchase Shares”) for consideration of the Purchase Price, comprised of the Deposit to be paid on execution of the Arrangement Agreement and the Balance to be paid at Closing; (2) the Buyco Shareholders and Subco-RI shall exchange of securities on a 1:1 basis, as follows: i. each (i) every two (2) Buyco Share, other than a Buyco Share 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, Shares will be exchanged by the holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one (1) fully paid and non-assessable Subco-RI Share, and the name of each holder will be removed from the central securities register of Buyco and added to the central securities register of Subco-RI; (ii. the ) each 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 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 deemed to have been cancelled subsequent to their transfer to Subco-RI and will be replaced by a single share certificate registered in the name of Subco-RI and Subco-RI will be and will be deemed to be the lawful owner and transferee of all such Buyco Shares; thereafter, any director of Subco- Subco-RI will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully give effect to the transfer transfer, share exchange and cancellations contemplated hereby;

Arrangement Procedure. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without any further act or formality: (1) Buyco shall acquire the Purchase Shares, being all issued and outstanding Subco-RI Shares Shares, from Pubco (the “Purchase Shares”) for consideration of the 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 exchange of securities on a 1:1 basis, as follows: i. each Buyco Share, other than a Buyco Share 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 exchanged by the holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one (1) fully paid and non-assessable Subco-RI Share, and the name of each holder will be removed from the central securities register of Buyco and added to the central securities register of Subco-RI; ii. the each 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 attorney or assignment required to transfer his or her Buyco Shares to Subco- Subco-RI; and iii. the certificates representing the Buyco Shares held by the former Buyco Shareholders will be deemed to have been cancelled subsequent to their transfer to Subco-RI and will be replaced by a single share certificate registered in the name of Subco-RI and Subco-RI will be and will be deemed to be the lawful owner and transferee of all such Buyco Shares; thereafter, any director of Subco- RI will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully give effect to the transfer transfer, share exchange and cancellations contemplated hereby;