Common use of Arrangement Clause in Contracts

Arrangement. The following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.

Arrangement. The At the Effective Time, each of the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of Primero Shares, other than Primero Shares held by a holder who has validly exercised its Dissent Rights and who is ultimately entitled to be paid by Primero the EMV Incentive Planfair value for the holder’s Primero Shares, at the Effective Timeshall be exchanged for Northgate Shares, as follows: (i) each Primero Share held by a Primero Shareholder shall be exchanged for 1.5 Northgate Shares (the “Exchange Share Ratio”), subject to Article 5 hereof, and: (A) such holder shall cease to be a holder of Primero Shares and the name of such holder shall be deemed to be removed from the central securities register of holders of Primero Shares; (B) Northgate shall issue and cause to be delivered to such holder the Northgate Shares to which such holder is entitled as aforesaid and the name of such holder shall be added to the central securities register of holders of Northgate Shares showing such holder as the registered holder of the Northgate Shares so issued; and (C) Northgate shall be added to the central securities register of holders of Primero Shares showing Northgate as the sole holder of Primero Shares; (ii) no fractional Northgate Shares shall be issued by Northgate to any holder of Primero Shares on the exchange contemplated herein and the number of Northgate Shares issued to any holder of Primero Shares shall be rounded down to the next whole number of Northgate Shares with no compensation for any fractional interest; and (b) each EMV DSU that is Primero Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and Time shall be settled by EMV in exchange for one EMV Shareconverted, free and clear of any Claims, into an option (a “Converted Northgate Option”) to acquire, on the same terms and conditions as were applicable to such Primero Option immediately before the Effective Time under the Primero Stock Option Plan and relevant agreement evidencing the grant thereof or relevant agreement under which it was issued, the number of Northgate Shares equal to the product of: (1) the number of Primero Shares subject to applicable withholdings; such Primero Option immediately before the Effective Time multiplied by (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D2) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, Exchange Share Ratio. The exercise price per Northgate Share subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and any such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Converted Northgate Option shall be deemed an amount (rounded up to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is nearest cent) equal to the quotient obtained by dividing (13) the aggregate exercise price per Primero Share subject to such Primero Option immediately before the Effective Time by (4) the Exchange Share Ratio, provided that the exercise price otherwise determined shall be increased to the extent, if any, required to ensure that the In the Money Amount of the EMV In-the-Converted Northgate Option immediately after the conversion is not greater than the In the Money Amount for all EMV In-the-Money of the converted Primero Options held immediately before the conversion. The obligations of Primero under the Primero Options as so converted shall be assumed by such Northgate. No fractional Northgate Shares will be issued by Northgate to any holder by (2) of Converted Northgate Primero Options on any exercise thereof, and the EMV Share Closing VWAP, which quotient number of Northgate Shares issued at any time shall be rounded down to the nearest next whole number, subject to applicable withholdings; (B) each holder number of an EMV In-the-Money Option that receives one or more EMV Northgate Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that with no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have compensation for any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Sharefractional interest.

Arrangement. The Subject to receipt of the Final Order, on the Effective Date, commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur and be completed sequentially, in the following order on the Effective Date order, without any further act or formalityformality required on the part of any Person, in each case effective except as at five minute intervals starting at expressly provided herein, notwithstanding that certain of the Effective Time (unless stated otherwise):procedures related thereto are not completed until after such time: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Pubco Dissenting Share held by a Pubco Dissenting Shareholder in respect of which the EMV a Pubco Shareholder has validly exercised his, her or its Pubco Dissent Rights shall be deemed to be transferred and assigned by such Pubco Dissenting Shareholder to Xos Pubco (free and clear of all liens, charges and encumbrances any Liens of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under consideration set forth in Article 4 hereof, and (i) the holder thereof such Pubco Dissenting Shareholder shall cease to be the a holder of such EMV Pubco Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the his, her or its name of such registered holder shall be removed from the central securities register of EMV Shareholders Pubco as a holder of the Effective Time; (ii) the registered holder thereof a Pubco Dissenting Share. Such Pubco Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer such Pubco Dissenting Shares to Pubco in accordance with this Subsection. Pubco shall be the holder of all of the Pubco Dissenting Shares transferred in accordance with this Subsection and assign such EMV SharePubco Shares will be cancelled and the central securities register of Pubco shall be revised accordingly; (b) Pubco shall complete the (i) Pubco Share Consolidation, (ii) the Pubco Share Amendment; and (iii) Xos the Pubco Name Change which shall be deemed to be take effect on the transferee date and time that the notice of such EMV Shares (free alteration of Pubco’s articles in respect of the Pubco Share Amendment and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as Pubco Name Change is filed with the holders of any such EMV Shares; andRegistrar; (c) each EMV Share (including EMV Shares issued Fxxxx and Pubco Subco shall amalgamate to form Fxxxx Amalco in accordance with and under Section 269 of the BCBCA pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) the Fxxxx Amalgamation Agreement and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder without limiting the generality of the above, the separate legal existence of Fxxxx and Pubco Subco shall cease to be without Pubco Subco being liquidated or wound up, and Fxxxx and Pubco Subco shall continue as one company, Fxxxx Amalco, under the holder of the transferred EMV Share terms and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos conditions prescribed in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name the property, rights and interests of each of Fxxxx and Pubco Subco shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall continue to be the transferee property, rights and interests of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.Fxxxx Amalco;

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms Shareholder Rights Plan shall be cancelled and shall have no further force or effect and each of the EMV Incentive Plan, at the Effective Time:rights thereunder shall be deemed to be cancelled for no consideration; (ib) (A) five minutes after the steps contemplated in Section 2.3(a), each EMV DSU that is outstanding immediately Silvermex Warrant held by a Silvermex Warrantholder who has delivered an Election Notice prior to the date which is at least two business days before the Effective TimeDate will be exchanged by the holder thereof, whether vested without any further act or unvestedformality and free and clear of all liens, shall unconditionally claims and immediately vest and encumbrances, for a warrant (a “Replacement Warrant”) to purchase a number of First Majestic Shares equal to the product of the Exchange Ratio multiplied by the number of Silvermex Shares issuable on exercise of such Silvermex Warrant for an exercise price per First Majestic Share equal to the Adjusted Exercise Price rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a Replacement Warrant being exercisable for a fraction of a First Majestic Share, then the number of First Majestic Shares subject to such Replacement Warrant shall be settled by EMV in exchange for one EMV Sharerounded down to the next whole number of First Majestic Shares), subject and such Silvermex Warrants shall thereupon be cancelled. The term of expiry, conditions to applicable withholdings; (B) and manner of exercise and other terms and conditions of each holder of an EMV DSU the Replacement Warrants shall be entered in the register same as the terms and conditions of EMV Shareholders maintained the Silvermex Warrant for which they are exchanged and any certificate previously evidencing the Silvermex Warrant shall thereafter evidence and be deemed to evidence such Replacement Warrant. The Replacement Warrants will not be exercisable by or on behalf of EMV as a U.S. Person unless an exemption from registration under the holder of the EMV Share issued therefor U.S. Securities Act and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effectapplicable state securities law is available; (Ac) each EMV PSU that is five minutes after the steps contemplated in Section 2.3(b), notwithstanding any exercise provisions to which a Silvermex Warrant might otherwise be subject (whether by contract, the conditions of a grant, or applicable law): (i) the outstanding immediately Silvermex Warrants held by a Silvermex Warrantholder who has not delivered an Election Notice at least two business days prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money OptionDate will, without any further action by or on behalf of such Silvermex Warrantholder, be deemed to be exercised for the holder of such EMV OptionWarrant Consideration, to EMV for cancellation if any, and the Silvermex Shares issuable in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall connection therewith will be deemed to be issued to such holder of the EMV In-the-Money Options Silvermex Warrantholder as a fully paid share and non-assessable common shares in the capital authorized share structure of EMV, Silvermex provided that no certificate or book-entry statement share certificates shall be issued with respect to such EMV Shareshares; and (Cii) with respect to each EMV In-the-Money Option shall be immediately cancelled and Silvermex Warrant, the holder of such EMV In-the-Money Option shall thereof will cease to be the holder thereof and of such Silvermex Warrant, will cease to have any right rights as a holder in respect of an EMV In-the-Money Option; and (D) the such Silvermex Warrant, such holder’s name of each holder of each EMV In-the-Money Option shall will be removed from the register of EMV Options maintained by or on behalf of EMV Silvermex Warrants, and all agreements agreements, grants and other similar instruments relating to EMV In-the-Money Options shall thereto will be terminated and shall be of no further force and effect; andcancelled; (Ad) each EMV Out-of-the-Money concurrent with the steps contemplated in Section 2.3(c), notwithstanding any vesting or exercise provisions to which a Silvermex Option issued and might otherwise be subject (whether by contract, the conditions of grant, applicable law or the terms of the Silvermex Stock Option Plans): (i) the outstanding immediately prior to the Effective Time whether vested or unvested shallSilvermex Options will, without any further action by or on behalf of any holder of such EMV OutSilvermex Options, be deemed to be fully vested and exercised in exchange for the Option Consideration, if any, and the Silvermex Shares issuable in connection therewith will be deemed to be issued to such Silvermex Optionholder as fully paid and non-of-the-Money assessable common shares in the authorized share structure of Silvermex provided that no share certificates shall be issued with respect to such shares; (ii) with respect to each Silvermex Option, immediately be cancelled without any payment therefor; (B) any the holder of such EMV Out-of-the-Money Option shall thereof will cease to be the holder thereof and of such Silvermex Option, will cease to have any right rights as a holder in respect of an EMV Out-of-the-Money such Silvermex Option; and (C) the name of each , such holder of each EMV Out-of-the-Money Option shall will be removed from the register of EMV Options maintained by or on behalf of EMV Silvermex Options, and all agreements option agreements, grants and similar instruments relating to EMV Out-of-the-Money Options thereto will be cancelled; and (iii) the Silvermex Stock Option Plans shall be terminated and shall be of no further force and effectterminated; (be) five minutes after the steps contemplated in Section 2.3(d), each EMV Silvermex Share held by a Dissenting Shareholder in respect of which the EMV Silvermex Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be directly transferred and assigned by such Dissenting Shareholder to Xos First Majestic (free and clear of all any liens, charges and encumbrances of any nature whatsoever) in accordance with, and for the consideration set forth in, Section 3.1; (f) five minutes after the steps contemplated in Section 2.3(e), each Silvermex Share (other than any Silvermex Share held by any Dissenting Shareholder but including, for greater certainty, any Silvermex Shares issued pursuant to Section 2.3(c) or Section 2.3(d)) shall be deemed to be transferred to First Majestic (free and clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for the Share Consideration; and (g) with respect to each Silvermex Share transferred and assigned in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and 2.3(e) or Section 2.3(f): (i) the registered holder thereof shall cease to be the registered holder of such EMV Silvermex Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Silvermex Shareholders as of the Effective Time; ; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Silvermex Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (ciii) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to First Majestic will be the holder of all of the transferred EMV Share outstanding Silvermex Shares and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Silvermex Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Sharerevised accordingly.

Arrangement. The Unless otherwise indicated, the following transactions shall occur and shall be deemed to occur and be completed occur, as at the Effective Time, sequentially in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding Each In the terms of the EMV Incentive Plan, at Money Esperanza Option that has not been duly exercised prior to the Effective Time: (i) (A) Time shall be deemed to be surrendered and shall be cancelled, each EMV DSU that is outstanding agreement relating to each In the Money Esperanza Option shall be terminated and of no further force and effect and each holder of In the Money Esperanza Options shall be entitled to receive for each Esperanza Share subject to such In the Money Esperanza Option immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; : (Bi) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by a cash payment from or on behalf of EMV as Esperanza equal to the holder amount by which $0.85 exceeds the applicable exercise price per Esperanza Share of such In the Money Esperanza Option, and (ii) 0.0625 Alamos Warrants; provided that if 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. (b) Each Out of the EMV Share issued therefor and such EMV Share Money Esperanza Option that has not been duly exercised prior to the Effective Time shall be deemed to be issued surrendered and shall be cancelled, each agreement relating to such holder each Out of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs Money Esperanza Option shall be terminated and shall be of no further force and effect;. (Ac) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled The Esperanza Shares held by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Dissenting Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued have been surrendered to such holder Subco for cancellation (free and clear of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate any Liens) without any further act or book-entry statement formality and shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU Dissenting Shareholders shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder holders of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Esperanza Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder holders of EMV such Esperanza Shares other than the right to be paid fair value for such Esperanza Shares as set out in Article 4 section 5.1, and the name of such registered holder Dissenting Shareholders’ names shall be removed as the holders of such Esperanza Shares from the central securities register of EMV Shareholders as 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 Effective Time; (iiholder of the Esperanza Shares and free and clear of any Liens) the registered holder thereof 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 assign exchange such EMV Share; shares, (iiiii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease ceased to be the holder of the transferred EMV Share and Esperanza Shares so transferred, (iii) ceased to have any right as rights with respect to such Esperanza Shares, and will be entitled to receive a holder thereofcash payment of $0.85 and 0.0625 Alamos Warrants for each Esperanza Share held immediately prior to the Effective Time; provided that if the foregoing would result in the issuance of a fraction of an Alamos Warrant, other than then the right number of Alamos Warrants otherwise issued shall be rounded up to be issued the Consideration by Xos in accordance with this Plan nearest whole number of Arrangement; Alamos Warrants. (iie) such EMV Shareholder’s The name shall of each Former Esperanza Shareholder will be removed from the register of EMV Esperanza Shareholders maintained by or on behalf of EMV; (iii) Xos shall and Subco will be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in added to the register of EMV Esperanza Shareholders maintained 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 behalf the part of the EMV as holder thereof in exchange for a cash payment of $0.85 and 0.0625 Alamos Warrants for each Esperanza Share; provided that if the holder foregoing would result in the issuance of such EMV Sharea 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. The 3.1 On the Effective Date, the following transactions shall occur and shall be deemed to occur and be completed in the following chronological order on the Effective Date without any further act or formality, notwithstanding anything contained in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):provisions attaching to Petro Basin or Subco, but subject to the provisions of Article 6: (a) notwithstanding Petro Basin will transfer the terms 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 EMV Incentive PlanShare Distribution Record Date, at and Petro Basin will be added to the Effective Timecentral 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 EMV DSU 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 outstanding used for purposes of the Tax Act) of the Petro Basin Class A Shares immediately prior to the Effective TimeDate 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, whether vested or unvestedand 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, shall unconditionally and immediately vest and shall such aggregate fair market value of the Distributed Subco Shares to be settled determined as at the Effective Date by EMV in exchange resolution of the board of directors of Petro Basin; (e) Petro Basin will redeem the issued Petro Basin Class A Preferred Shares for one EMV Shareconsideration consisting solely of the Distributed Subco Shares such that each holder of Petro Basin Class A Preferred Shares will, subject to applicable withholdings; (B) each holder the rounding of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled fractions and the holder exercise of such EMV DSU shall cease rights of dissent, receive that number of Subco Shares that is equal to be the holder thereof and to have any right as a holder number of an EMV DSU; and Petro Basin Class A Preferred Shares multiplied by the Conversion Factor; (Df) the The name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall Petro Basin Class A Preferred Shares will be deemed to have elected to assign been removed as such from the central securities register of Petro Basin, and transfer each such EMV In-the-Money Option, without any further action by or on behalf all of the holder 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 such EMV Option, to EMV for cancellation in exchange for such number of EMV Petro Basin; (g) The Distributed Subco Shares as is equal transferred to the quotient obtained by dividing (1) the aggregate holders of the EMV In-the-Money Amount for 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 EMV In-the-Money Options held by fractional share amounts arising under such holder by (2) the EMV Share Closing VWAP, which quotient 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 applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Article 5. 3.4 All New Shares, Petro Basin Class A Preferred Shares and Subco Shares issued pursuant to this Section 3.01(a)(iv) shall be entered in the register Plan of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share Arrangement shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option validly issued and outstanding immediately prior to 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 Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option Date. 3.6 Notwithstanding that the transactions and events set out in §3.1 shall cease to be the holder thereof occur and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to occur in the chronological order therein set out without any act or formality, each of Petro Basin and Subco shall be transferred required to make, do and assigned by such Dissenting Shareholder to Xos (free execute or cause and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall 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 holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as transactions or events set out in Article 4 §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 the name of such registered holder shall be removed any receipt therefore, and any necessary additions to or deletions from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareshare registers.

Arrangement. The following transactions 3.1 Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective formality except as at five minute intervals starting at the Effective Time (unless stated otherwise):otherwise provided herein: (a) notwithstanding US Gold shall contribute cash in the terms amount of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior $1 million to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV Callco in exchange for one EMV Share, subject to applicable withholdings; (B) each holder the issuance of an EMV DSU additional 150,000,000 shares of common stock of Callco to US Gold, and Callco shall be entered contribute cash in the register amount of EMV Shareholders maintained by or on behalf of EMV as $1 million to Exchangeco in exchange for the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder issuance of an EMV DSU; and (D) the name additional 150,000,000 shares of each holder common stock of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating Exchangeco to EMV DSUs shall be terminated and shall be of no further force and effectCallco; (Ab) Subject to Section 5.5, each EMV PSU that is issued and outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Minera Andes Share, subject other than those held by Dissenting Shareholders, will be transferred to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation Exchangeco in exchange for such number of EMV fully paid and non-assessable Exchangeable Shares as is equal to the quotient obtained number of Minera Andes Shares so exchanged multiplied by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by Exchange Ratio, and such holder by (2) the EMV Share Closing VWAP, which quotient transfer shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered reflected in the register of EMV Shareholders maintained by or on behalf holders of EMV as the holder of the EMV Share issued therefor Exchangeable Shares and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf holders of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; andMinera Andes Shares accordingly; (Ac) Subject to applicable Laws and regulatory approval, each EMV Out-of-the-Money Minera Andes Option issued and (whether vested or unvested) outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action shall be converted for and deemed to be an option (a "Replacement Option") to purchase such number of US Gold Shares equal to the product of the Exchange Ratio multiplied by or on behalf the number of any holder Minera Andes Shares issuable upon exercise of such EMV Out-ofMinera Andes Option. Such Replacement Option shall provide for an exercise price per US Gold Share equal to the exercise price per share of such Minera Andes Option immediately prior to the Effective Time divided by the Exchange Ratio provided that the exercise price otherwise determined shall be adjusted to the extent, if any, required to ensure that the "in-the-Money Option, money" amount with respect to the Replacement Options immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-ofafter the Effective Time does not exceed the "in-the-Money money" amount with respect to such Minera Andes Options immediately before the Effective Time. If the foregoing calculation results in a Replacement Option shall cease being exercisable for a fraction of a US Gold Share, then the number of US Gold Shares subject to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money such Replacement Option shall be removed from rounded down to the register next whole number of EMV Options maintained US Gold Shares and the total exercise price for the Replacement Option will be reduced by or on behalf the exercise price of EMV and all agreements relating to EMV Out-of-the-Money Options the fractional US Gold Share. If the foregoing calculation results in the exercise price for a Replacement Option being an exercise price per US Gold Share including a fraction of a cent, the exercise price shall be terminated rounded up to the next whole cent. The term to expiry and shall 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 no further force a Minera Andes share and effect;subject to the foregoing provisions. (bd) each EMV Each Minera Andes Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed transferred by the registered holder thereof to Minera Andes and Minera Andes shall thereupon be transferred obliged to pay the amount therefor determined and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) payable in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of in exchange for such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 Minera Andes Shares, and the name of such registered holder shall be removed from the central securities register as a holder of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed Minera Andes Shares and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Minera Andes Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be outstanding; (e) Coincident with the holder 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 transferred EMV Share and payment to have any right as a holder thereofUS Gold of $1.00, other than the right to be issued thereafter held of record by the Consideration by Xos trustee as trustee for and on behalf of, and for the use and benefit of, the holders of the Exchangeable Shares in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free Voting and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareExchange Trust Agreement.

Arrangement. The Commencing at the Effective Time the following transactions shall will occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding Each Entrée Common Share in respect of which a registered Entrée Shareholder has exercised Dissent Rights and for which the terms 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 EMV Incentive Planissued and outstanding shares of Entrée US Holdings to Spinco and in sole consideration therefor, Spinco shall issue to Entrée that number of Spinco Common Shares (the “Issuance”) determined by the following formula: A – B – C where A is the number of issued and outstanding Entrée Common Shares at that time (for greater certainty, excluding all Dissent Shares) multiplied by 0.45, B is the Effective Time:number of issued and outstanding Spinco Common Shares immediately before that time, and C is the aggregate of all amounts each of which is a Fractional Share Amount in respect of an Entrée Shareholder at that time (for greater certainty, excluding a Fractional Share Amount in respect of a Dissent Share), such that following the Issuance, the number of issued and outstanding Spinco Common Shares shall be equal to the aggregate number of Spinco Common Shares distributable to the Entrée Shareholders on the Share Exchange having regard to the Round Down Provision, and in connection with the Issuance, (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU Entrée shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs Spinco shall be terminated 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 no further force and effectthe Spinco Common Shares; (Ac) 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 EMV PSU that is outstanding immediately 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 Effective Time, whether vested or unvested, amendments described in paragraph (c)(i) above; (d) Each holder of an Entrée Stock Option shall unconditionally dispose of each Entrée Stock Option held and immediately vest and in sole consideration therefor shall be settled concurrently receive (i) one Entrée Replacement Stock Option having an exercise price equal to the product obtained by EMV in exchange for one EMV Share, subject to applicable withholdings; multiplying: (A) the exercise price of the Entrée Stock Option by (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as Entrée Ratio, rounded up to the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMVnearest whole cent, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect;and (iiiii) 0.45 of one Spinco Replacement Stock Option having an exercise price equal to the product obtained by multiplying: (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing the exercise price of the Entrée Stock Option by 0.45; by (1B) the Spinco Ratio, rounded down to the nearest whole cent in any case where, after such rounding, the aggregate In The Money Amount of the EMV In-the-Entrée Replacement Stock Option and fraction of the Spinco Replacement Stock Option received would not exceed the In The Money Amount for of the Entrée Stock Option disposed of, and rounded up to the nearest whole cent in any other case, all EMV In-the-Money in accordance with the intention to comply with the provisions of subsection 7(1.4) of the Tax Act except that the aggregate number of Spinco Replacement Stock Options held by such issuable to a holder by (2) the EMV Share Closing VWAP, which quotient of Entrée Stock Options having a common expiry date and exercise price shall be rounded down to the nearest whole number, subject and all Entrée Stock Options shall thereupon be cancelled (each such disposition, receipt, and cancellation, collectively, an “Option Exchange”); (e) Each Entrée Warrant shall be exchanged for (i) one Entrée Replacement Warrant having an exercise price equal to applicable withholdingsthe product obtained by multiplying: (A) the exercise price of the Entrée Warrant; by (B) each the Entrée Ratio, rounded up to the nearest whole cent, and (ii) 0.45 of one Spinco Replacement Warrant having an exercise price equal to the product obtained by multiplying: (A) the quotient obtained by dividing the exercise price of the Entrée Warrant by 0.45; by (B) the Spinco Ratio, rounded down to the nearest whole cent, except that the aggregate number of Spinco Replacement Warrants issuable to a holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) Entrée Warrant having a common expiry date and exercise price shall be entered rounded down to the nearest whole number (each such exchange, a “Warrant Exchange”), and the Entrée Warrants shall thereupon be cancelled; (f) Each Entrée Shareholder shall dispose of all of the Entrée Shareholder’s Entrée Common Shares to Entrée and in consideration therefor, Entrée shall issue or distribute to the Entrée Shareholder (i) the same number of Entrée Class B Common Shares, and (ii) that number of Spinco Common Shares equal to the product of the number of Entrée Common Shares held and 0.45, less the Fractional Share Amount, if any, in respect of that Entrée Shareholder (the “Share Exchange”), and, in connection with the Share Exchange, (iii) the name of each Entrée Shareholder shall be removed from the central securities register of EMV Shareholders maintained by or on behalf of EMV 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 EMV number of Entrée Class B Common Shares and Spinco Common Shares, respectively, received pursuant to the Share issued therefor and such EMV Share Exchange, (iv) the Entrée Common Shares shall be deemed cancelled and the capital in respect of such shares shall be reduced to be issued nil, and (v) an amount equal to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement 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 issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior added to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder capital in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Entrée Class B Common Shares; and (cg) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) The authorized share structure of Entrée shall be transferred by the EMV Shareholder, free reorganized and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and:altered by (i) such EMV Shareholder shall cease to be eliminating the holder Entrée Common Shares from the authorized share structure of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of ArrangementEntrée; and (ii) such EMV Shareholder’s changing the identifying name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareissued and unissued Entrée Class B Common Shares from “Class B Common shares” to “Common shares”.

Arrangement. The Commencing at the Effective Time, the following transactions events set out in this Section 2.3 shall occur and shall be deemed to occur and be completed consecutively in the following order on the Effective Date set out in this Section 2.3 without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Each E&C Preferred Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action shall be transferred by or on behalf the E&C Preferred Shareholders to Acquisitionco (free and clear of any holder Liens) in exchange for a payment equal to the applicable Per Share Consideration payable in respect of E&C Preferred Shares, which amount shall be paid from the funds deposited with the Depositary under Section 4.2(a) and the names of the holders of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease E&C Preferred Shares transferred to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option Acquisitionco shall be removed from the register applicable registers of EMV Options maintained by or on behalf of EMV E&C Preferred Shareholders, and all agreements relating to EMV Out-of-the-Money Options Acquisitionco shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights recorded as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed of the E&C Preferred Shares so acquired and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee legal and beneficial owner thereof subject to the right of such EMV Shares Dissenting Holders in accordance with Article 3. (b) Each E&C Common Share outstanding immediately prior to the Effective Time shall be transferred by the E&C Common Shareholders to Acquisitionco (free and clear of all liensany Liens) in exchange for the applicable Per Share Consideration payable in respect of E&C Common Shares, charges and encumbrances of any nature whatsoever); and (iv) Xos which amount shall be entered in paid from the register funds deposited with the Depositary under Section 4.2(a) and the names of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; andE&C Common Shares transferred to Acquisitionco shall be removed from the applicable registers of E&C Common Shareholders, and Acquisitionco shall be recorded as the registered holder of the E&C Common Shares so acquired and shall be deemed the legal and beneficial owner thereof subject to the right of Dissenting Holders in accordance with Article 3. (c) each EMV Share (including EMV Shares issued pursuant Each E&C Warrant outstanding immediately prior to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) the Effective Time shall be transferred by the EMV Shareholder, E&C Warrantholders to Acquisitionco (free and clear of all liensany Liens) in exchange for a payment equal to the amount, charges and encumbrances if any, by which the applicable Per Share Consideration exceeds the E&C Warrant Exercise Price of any nature whatsoeversuch E&C Warrant, to Xos and in consideration for such transfer, such EMV Shareholder which amount shall be issued paid from the Consideration and: (ifunds deposited with the Depositary under Section 4.2(a) such EMV Shareholder and the former E&C Warrantholders shall cease to be the holder of the transferred EMV Share and to thereafter have any right as a holder thereof, other than only the right to be issued receive the Consideration by Xos consideration to which they are entitled pursuant to this Section 2.3(c) at the time and in accordance with this Plan of Arrangement; the manner specified in Article 4. (iid) such EMV Shareholder’s name Each E&C Option that has not been exercised and remains outstanding immediately prior to the Effective Time shall be removed from terminated. (e) Acquisitionco (or an affiliate thereof) will provide one or more loans to E&C in an aggregate amount equal to the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear aggregate of all liensprincipal amounts owing, charges together with all interest accrued thereon, to the E&C Creditors holding E&C Notes and encumbrances of any nature whatsoever; E&C shall immediately repay in full all amounts owing to the E&C Creditors holding E&C Notes and (iv) Xos shall be entered in discharge the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareE&C Notes.

Arrangement. The Pursuant to the Arrangement, at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed consecutively in the following order on the Effective Date and without any further authorization, act or formality, in each case case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time (unless stated otherwise):Time: (a) notwithstanding the terms of the EMV Incentive Richmont Rights Plan, at the Effective Time: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; (i) (Ab) each EMV DSU that is Richmont Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and Time shall be settled exchanged for an option (a “Replacement Option”) granted by EMV in exchange for one EMV Share, Alamos to acquire that number of Alamos Common Shares equal to the Exchange Ratio multiplied by the number of Richmont Shares subject to applicable withholdings; (B) each such Richmont Option, provided that the aggregate number of Alamos Common Shares issuable to a holder of an EMV DSU Richmont Options pursuant to such Replacement Options shall be entered in rounded down to the register nearest whole number of EMV Shareholders maintained Alamos Common Shares. Such Replacement Option shall have an exercise price per Alamos Common Share equal to the exercise price per Richmont Share of such Richmont Option immediately prior to the Effective Time divided by or on behalf the Exchange Ratio, provided that the exercise price of EMV as the holder of the EMV Share issued therefor such Replacement Option shall be, and such EMV Share 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 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 issued 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 holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; Replacement Option. (Cc) each EMV Richmont DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, Time (whether vested or unvested), shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in notwithstanding the register of EMV Shareholders maintained by or on behalf of EMV as the holder terms of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMVRichmont DSU Plan, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Optionshall, without any further action by or on behalf of the holder of such EMV Optionthereof, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to assigned and transferred by such holder to Richmont in exchange for a cash payment from Richmont equal to the amount of the EMV In-the-Money Options as Consideration Cash Value, and each such Richmont DSU shall immediately be cancelled. Notwithstanding the foregoing, any payment or settlement in respect of a fully paid share Richmont DSU that immediately prior to the exchange described in this Section 3.1(c) constituted deferred compensation subject to Section 409A of the capital of EMV, provided that no certificate or book-entry statement U.S. Internal Revenue Code shall be issued with respect made on the earliest practicable payment or settlement date for such Richmont DSU that does not give rise to such EMV Share; a violation of, or the imposition of taxes or penalties under, Section 409A of the U.S. Internal Revenue Code; (Cd) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and Richmont RSU outstanding immediately prior to the Effective Time Time, other than the Retained Employee RSUs (whether vested or unvested unvested), notwithstanding the terms of the Richmont LTIP, shall, without any further action by or on behalf of any 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 EMV Out-of-the-Money Option, Richmont RSU shall immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effectcancelled; (be) each EMV Share 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 a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights Shareholders shall be deemed to be have been assigned and transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoeverLiens) to Richmont in accordance with Section 4.01 and in consideration exchange for a debt claim against Xos for the Richmont in an amount determined under Article 4 and in accordance with Section 5.1 hereof, and: (i) the holder thereof such Dissenting Shareholders shall cease to be the holder holders of such EMV Share Richmont Shares and to have any rights as a holder of EMV Shares Richmont Shareholders other than the right to be paid the fair value for such Richmont Shares as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; Section 5.1; (ii) the registered name of each such holder thereof 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 and assign such EMV Richmont Share; and (iiig) Xos 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 be the transferee of such EMV Shares have been assigned and transferred (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (ivLiens) Xos shall be entered to Alamos in exchange for the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareConsideration.

Arrangement. The Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding each Metallica Common Share held by a Dissenting Shareholder shall be deemed to be transferred by the terms holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to New Gold, in consideration for a debt claim against New Gold in an amount determined and payable in accordance with Article IV hereof, and the name of such holder will be removed from the register of holders of Metallica Common Shares, and New Gold will be recorded as the registered holder of the EMV Incentive PlanMetallica Common Shares so transferred and will be deemed to be the legal and beneficial owner of such Metallica Common Shares free and clear of any liens, at claims or encumbrances; (b) each Metallica Common Share outstanding immediately prior to the Effective Time:Time held by a Metallica Shareholder (other than a Dissenting Shareholder), shall be transferred by the holder thereof to New Gold in exchange for the Share Consideration and New Gold shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; (i) (Ac) each EMV DSU that is Metallica Option outstanding immediately prior to the Effective Time, whether vested or unvestednot, shall unconditionally and immediately vest and shall will be settled by EMV in exchange exchanged for one EMV Share, a fully-vested Metallica Replacement Option to acquire from Metallica the number of New Gold Common Shares equal to the product of: (A) the number of Metallica Common Shares subject to applicable withholdings; the Metallica Option immediately before the Effective Time, and (B) each holder 0.9 plus the portion of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV a New Gold Common Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMVthat, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject has a fair market value equal to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMVC$0.0001 cash, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and if the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered foregoing would result in the register issuance of EMV Shareholders maintained by or a fraction of a New Gold Common Share on behalf any particular exercise of EMV as Metallica Replacement Options, then the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV New Gold Common Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient otherwise issued shall be rounded down to the nearest whole number, number of New Gold Common Shares. The exercise price per New Gold Common Share subject to applicable withholdings; any such Metallica Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Metallica Common Share subject to such Metallica Option immediately prior to the Effective Time divided by (B) 0.9 plus such portion of a New Gold Common Share that, immediately prior to the Effective Time, has a fair market value equal to C$0.0001 cash (provided that the aggregate exercise price payable on any particular exercise of Metallica Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, the terms of each Metallica Replacement Option shall be the same as the terms of the Metallica Option exchanged therefor pursuant to the Metallica Stock Option Plan and any agreement evidencing the grant thereof prior to the Effective Time; (d) in accordance with the terms of the Metallica Warrants, each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and Metallica Warrant outstanding immediately prior to the Effective Time whether vested shall receive upon the subsequent exercise or unvested shall, without any further action by or on behalf of any holder conversion of such EMV Out-of-the-Money Optionholder’s Metallica Warrant, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option in accordance with its terms, and shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name accept in lieu of each Metallica Common Share to which such holder of each EMV Out-of-the-Money Option shall be removed from was theretofore entitled upon such exercise or conversion but for the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effectsame aggregate consideration payable therefor, the Share Consideration; (be) each EMV Share held by a Dissenting Shareholder Metallica and New Gold Subco will merge with the same effect as if they were amalgamated under section 184(2) of the CBCA, except that the separate legal existence of Metallica will not cease and Metallica will survive the merger; (f) without limiting the foregoing, at the time of the step described in respect Section 3.1(e), the separate legal existence of which the EMV Shareholder has validly exercised hisNew Gold Subco will cease without New Gold Subco being liquidated or wound-up; Metallica and New Gold Subco will continue as one company; and, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder result, the property and liabilities of EMV Shares other than New Gold Subco will become the right to be paid fair value as set out in Article 4 property and liabilities of Metallica; (g) at the name of such registered holder shall be removed from the register of EMV Shareholders as time of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered step described in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iiiSection 3.1(e) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration andafter this time: (i) such EMV Shareholder Metallica will continue to own and hold all property of Metallica and will own and hold all property of New Gold Subco, and, shall cease continue to be liable for the holder liabilities and obligations of Metallica and will be liable for the liabilities and obligations of New Gold Subco, including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options, warrants and debts of each of Metallica and New Gold Subco; (ii) all rights, contracts, permits and interests of Metallica and New Gold Subco will continue as rights, contracts, permits and interests of Metallica as if Metallica and New Gold Subco both continued and, for greater certainly, the merger will not constitute a transfer or assignment of the transferred EMV Share rights or obligations of either of Metallica or New Gold Subco under any such rights, contracts, permits and interests; (iii) any existing cause of action, claim or liability to have any right as prosecution is unaffected; (iv) a holder thereofcivil, other than the right criminal or administrative action or proceeding pending by or against Metallica or New Gold Subco may continue to be issued prosecuted by or against Metallica; (v) a conviction against, or ruling, order or judgment in favour of or against, Metallica or New Gold Subco may be enforced by or against Metallica; (vi) the Consideration by Xos name of the merged company shall be Metallica Resources Inc.; (vii) the registered and records office of the merged company shall be located at 00 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0; (viii) the merged company shall be authorized to issue an unlimited number of common shares; (ix) the articles of arrangement of the merged company shall be in accordance with the form attached as Appendix A to this Plan of Arrangement; ; (iix) such EMV Shareholder’s name the articles and by-laws of the merged company shall be removed in the form of Metallica’s articles and by-laws; (xi) the first annual general meeting of the merged company will be held within 18 months from the register Effective Date; (xii) the first directors of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos the merged company following the merger shall be the transferee directors of such EMV Share, free and clear Metallica immediately prior to the merger; (xiii) each common share in the capital of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos New Gold Subco shall be entered cancelled without any repayment of capital in respect thereof; (xiv) each Metallica Common Share outstanding immediately prior to the register merger shall remain outstanding; (xv) the stated capital of EMV Shareholders maintained by or on behalf common shares of New Gold Subco will be added to the stated capital of the EMV as Metallica Common Shares; provided that none of the holder foregoing will occur or be deemed to occur unless all of such EMV Sharethe forgoing occurs.

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding each Inco Common Share (other than an Inco Restricted Share or a Subject Share) will be transferred by the terms holder thereof to Pxxxxx Dodge Subco in exchange for (i) the number of Pxxxxx Dodge Common Shares equal to the Exchange Ratio, and (ii) cash in the amount of the EMV Incentive PlanCash Consideration, at and the name of such holder will be removed from the register of holders of Inco Common Shares, and Pxxxxx Dodge Subco will be recorded as the registered holder of such Inco Common Share and will be deemed to be the legal and beneficial owner of such share free of any claims or encumbrances; (b) each Inco Restricted Share outstanding immediately prior to the Effective Time will be transferred by the holder thereof to Pxxxxx Dodge Subco in exchange for a number of Pxxxxx 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 Pxxxxx 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 Pxxxxx Dodge Common Shares receivable in exchange on the same terms and conditions as were applicable to such Inco Restricted Share pursuant to the KXXX Plan under which it was issued and the agreement evidencing the grant thereto prior to the Effective Time:; (i) (Ac) each EMV DSU that is Inco Option outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, shall unconditionally be cancelled and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as therefor the holder of shall receive a fully vested option granted by Pxxxxx Dodge (a “Converted Pxxxxx Dodge Option”) to acquire (on the EMV Share issued therefor same terms and such EMV Share shall be deemed to be issued conditions other than vesting as were applicable to such holder of Inco Option pursuant to the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be relevant Inco Option Plan under which it was issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be agreement evidencing the holder grant thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; number (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Pxxxxx Dodge Common Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained determined by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and multiplying (A) each EMV Out-of-the-Money the number of Inco Common Shares subject to such Inco Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) the Stock Award Exchange Ratio. The exercise price per Pxxxxx Dodge Common Share subject to any holder such Converted Pxxxxx Dodge Option (the “Converted Pxxxxx 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 EMV Out-of-the-Money Inco Option shall cease immediately prior to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; Effective Time and (CB) the name Stock Award Exchange Ratio, expressed in U.S. dollars based on the noon buying rate of each holder the Bank of each EMV Out-of-the-Money Option Canada on the last trading day immediately preceding the Effective Date; provided that the exercise price otherwise determined shall be removed from increased to the register extent required to ensure that the In The Money Amount of EMV Options maintained by or on behalf the Converted Pxxxxx Dodge Option is equal to the In The Money Amount of EMV the corresponding Inco Option. For greater certainty, if a particular Inco Option includes an Inco SAR, the corresponding Converted Pxxxxx Dodge Option will include a stock appreciation right subject to the same terms and all agreements relating conditions (other than vesting) as were applicable to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; the Inco SAR (b) each EMV Share held by a Dissenting Shareholder including for greater certainty the right to exercise it in respect of part of the Converted Pxxxxx Dodge Option to which it relates) except that the EMV Shareholder has validly stock appreciation right, which may be exercised hisin lieu of, her or its Dissent Rights but not in addition to, the Converted Pxxxxx Dodge Option, shall be deemed represent the right to be transferred receive, upon exercise (and assigned by such Dissenting Shareholder to Xos (free and clear consequent surrender of all liensthe Converted Pxxxxx Dodge Option), charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease number of Pxxxxx Dodge Common Shares (rounded down to be the holder nearest whole share) having an aggregate fair market value on the date of such EMV Share and exercise equal to have any rights as a holder of EMV Shares other than the right to be paid positive difference between (A) the aggregate fair market value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; Pxxxxx Dodge Common Shares subject to the corresponding Converted Pxxxxx Dodge Option and (B) the aggregate Converted Pxxxxx Dodge Option exercise price, (ii) the registered holder thereof shall be deemed to have executed and delivered all consentsequivalent amount of cash, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos an equivalent combination thereof, as Pxxxxx 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) Pxxxxx Dodge Subco shall add to the stated capital account maintained for its common shares the fair market value of the Pxxxxx Dodge Common Shares delivered by Pxxxxx Dodge on behalf of Pxxxxx 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 transferee articles of such EMV Shares (free and clear amalgamation of all liensAmalco and, charges and encumbrances except for the purposes of any nature whatsoever); and subsection 104(1) of the CBCA, the Certificate shall be deemed to be the certificate of amalgamation of Amalco; (iv) Xos Amalco shall be entered deemed to be the party plaintiff or the party defendant, as the case may be, in the register of EMV Shareholders maintained any civil action commenced by or on behalf 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 EMV as the holders of any such EMV Sharescapital in respect thereof; and (cvi) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) common share of Pxxxxx Dodge Subco shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV become one Amalco Common Share.

Arrangement. The At the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed sequentially in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Peak Common Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have thereof, without any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory further act or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or formality on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholderits part, free and clear of all liens, charges claims and encumbrances of any nature whatsoeverencumbrances, to Xos New Gold and in consideration for such transfer, such EMV Shareholder New Gold shall thereupon be issued obliged to pay the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share amount therefor determined and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos payable in accordance with this Plan Article 4 hererof, and the name of Arrangement; (ii) such EMV Shareholder’s name holder shall be removed from the central securities register as a holder of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos Peak Common Shares and New Gold shall be recorded as the transferee registered holder of the Peak Common Shares so transferred and shall be deemed to be the legal owner of such EMV 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, free subject to Sections 3.03, 3.04 and clear Article 5 hereof; (A) in accordance with the terms of all liensthe Peak Stock Option Plan, charges each holder of a Peak Option outstanding immediately prior to the Effective Time shall receive (and encumbrances such holder shall accept), upon the exercise of any nature whatsoeversuch 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 (ivB) Xos 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 entered in unchanged. In addition, each Peak Option held by a director of Peak who ceases to be a director of Peak on the register of EMV Shareholders maintained by or on behalf of the EMV as Effective Date shall be deemed to have been amended to provide that such option shall not expire until 12 months after the holder of such EMV SharePeak Option ceased to be eligible to hold Peak Options; (A) in accordance with the terms of the Peak Warrant Indentures, each holder of a Peak Warrant outstanding immediately prior to the Effective Time shall receive (and such holder shall accept) upon the exercise of such holder’s Peak Warrant, in lieu of each Peak Common Share to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the Peak Share Consideration; and (B) such Peak Warrant shall continue to be governed by and be subject to the terms of the applicable Peak Warrant Indenture; (e) each Peak Common Share acquired by New Gold pursuant to Sections 3.01(a) and (b) hereof shall be transferred to BC Subco in consideration of the issue by BC Subco to New Gold of one common share of BC Subco for each Peak Common Share so transferred; (f) the stated capital in respect of the Peak Common Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (g) Peak will file an election with the CRA, to be effective prior to the merger described in Section 3.01(h) hereof, to cease to be a public corporation for the purposes of the Tax Act; (h) Peak and BC Subco shall merge to form one corporate entity (the “Merged Company”) with the same effect as if they had amalgamated under Section 269 of the BCBCA, except that the legal existence of Peak shall not cease and Peak shall survive the merger; (i) without limiting the generality of Section 3.01(h), the separate legal existence of BC Subco shall cease without BC Subco being liquidated or wound up; Peak and BC Subco will continue as one company; and the property of BC Subco will become the property of Peak; (j) from and after the Effective Date, at the time of the step contemplated in Section 3.01(h): (i) Peak will own and hold all property of Peak and BC Subco and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all liabilities and obligations of Peak and BC Subco, whether arising by contract or otherwise, may be enforced against Peak to the same extent as if such obligations had been incurred or contracted by it; (ii) Peak will continue to be liable for all of the liabilities and obligations of Peak and BC Subco; (iii) all rights, contracts, permits and interests of Peak and BC Subco will continue as rights, contracts, permits and interests of Peak as if BC Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Peak or BC Subco under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against either BC Subco or Peak may be continued by or against Peak; (vi) a conviction against, or ruling, order or judgment in favour of or against either BC Subco or Peak may be enforced by or against Peak; (vii) all of the issued shares of BC Subco will be exchanged for one fully paid and non-assessable Peak Common Share which will be issued by the merged company and such BC Subco shares will be cancelled without any payment of capital in respect thereof; (viii) the name of the Merged Company shall be Peak Gold Ltd.; (ix) the Merged Company shall be authorized to issue an unlimited number of common shares without par value; (x) the articles of the Merged Company shall be substantially in the form of Peak’s articles; (xi) the first annual general meeting of the Merged Company will be held within 18 months from the Effective Date; (xii) the first directors of the Merged Company following the merger shall be Xxxxxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxxxx and Xxxxxx Xxxxxxxxx; and (xiii) the capital of common shares of the Merged Company will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the shares of BC Subco immediately prior to the merger.

Arrangement. The Beginning at the Implementation Time, the following events or transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Glyko Common Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shallImplementation Time, without other than any further action Dissenting Shares, will be automatically exchanged, subject to the provisions hereof, such that such Glyko Common Shares will be transferred to BioMarin Nova Scotia in exchange for the delivery by or on behalf of any holder BioMarin Nova Scotia to the former holders of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder Glyko Common Shares of such EMV Out-of-the-Money Option that portion of a share of BioMarin Common Stock equal to the Exchange Ratio and each Glyko Common Shareholder shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; Glyko Common Shares and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Glyko Common Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed and added to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any BioMarin 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, such EMV Sharesholder shall have the rights provided for in Section 4.06; and (c) each EMV Share Glyko Option shall be exchanged for an option (including EMV a "Replacement Option") to purchase a number of shares of BioMarin Common Stock equal to the product of the Exchange Ratio and the number of Glyko Common Shares issued issuable pursuant to Sections 3.01(a)(i)such Glyko Option, 3.01(a)(ii)whether exercisable or unexerciseable, 3.01(a)(iiiimmediately prior to the Implementation Time, rounded down to the nearest whole number of shares. Such Replacement Option will provide for an exercise price per share of BioMarin Common Stock equal to the U.S. Dollar Equivalent (calculated on the date of the Implementation Time) of the per share exercise price of such Glyko Option divided by the Exchange Ratio, rounded up to the nearest whole cent. The term and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) vesting schedule of such Replacement Option shall be transferred equivalent to those of the Glyko Option it replaces, except for such changes as are triggered by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration entry by Xos in accordance with Glyko into this Plan of Arrangement; (ii) . In such EMV Shareholder’s name case any document or agreement evidencing a replaced Glyko Option shall be removed from terminated. Subject to Section 2.03, the register maximum number of EMV Shareholders maintained by or on behalf shares of EMV; (iii) Xos 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 transferee number of such EMV ShareGlyko Common Shares outstanding at the Implementation Time would result in a greater number of shares of BioMarin Common Stock being issuable, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos then the Exchange Ratio shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareadjusted accordingly.

Arrangement. The following transactions shall occur and shall be deemed Subject to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Planhereof, commencing at the Effective Time, and as more fully set forth in the Arrangement By-Law: (i) (A) each EMV DSU that is outstanding immediately prior to 2.1.1 the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Target Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action held by or on behalf of any each holder of such EMV Out-of-the-Money Option, immediately thereof shall be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be transferred by the holder thereof to, and to have acquired by, Purchaser without any right as a act or formality on the part of such holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised hisPurchaser, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liensany Liens, charges in exchange for such number of duly authorized, fully-paid and encumbrances non-assessable Purchaser Shares equal to the product of any nature whatsoever) in accordance the number of such Target Shares held by such holder multiplied by the Exchange Ratio; 2.1.2 with respect to each Target Share transferred to Purchaser pursuant to Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) 2.1.1; 2.1.2.1 the holder thereof of each such Target Share shall cease to be the holder of such EMV Target Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the such holder’s name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective TimeTarget Shares with respect to such Target Shares; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos and 2.1.2.2 Purchaser shall be deemed to be the transferee of such EMV Shares Target Share (free and clear of all liens, charges any Liens) and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV Target Shares as the holders of any such EMV Sharesregistered holder thereof; and (c) 2.1.2.3 no fractional Purchaser Shares will be issued under the Arrangement, and 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 EMV Purchaser Share (including EMV issued to a former holder of Target Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by 2.1.1, the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos holder shall be entered in the register of EMV Shareholders maintained by or on behalf holders of the EMV Purchaser Shares as the registered holder thereof; 2.1.3 each outstanding Target Option that is not exercised prior to the Effective Time (“Unexercised Options”) shall, without any further action or formality on the part of any holder of such EMV Unexercised Option, be transferred by the holder thereof to Target in exchange for an option (a “Replacement Option”) to purchase that number of Purchaser Shares equal to the number of Target Shares subject to such Unexercised Option multiplied by the 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 divided by the Exchange Ratio; 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 calculation results in a Replacement Option (A) being exercisable for a fraction of a Purchaser Share, then the number of Purchaser Shares subject to such Replacement Option shall be rounded down to the next whole number of Purchaser Shares, or (B) having an exercise price per Purchaser Share that is a fraction of a cent, then the exercise price per Purchaser Share under such Replacement Option shall be 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 Exchange 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. The following transactions 3.1 At the Effective Time, each of the events set out below shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence set out therein without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding all Pendaries Common Shares (other than the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally Pendaries Dissenting Shares and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Pendaries Common Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(ivUPC and its affiliates) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred to UPC in exchange for Ultra Common Shares on the basis of one and assigned by such Dissenting Shareholder fifty-eight one hundredths of one (1.58) fully paid and non-assessable Ultra Common Shares for each one (1.00) Pendaries Common Share; and (b) with respect to Xos each Pendaries Common Share to which subsection 3.1 (free and clear of all liens, charges and encumbrances of any nature whatsoevera) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and applies (other than those Pendaries Common Shares to which section 3.3 applies): (i) the holder thereof shall (A) cease to be the a holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; share, (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (iB) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s holder's name shall be removed from the register of EMV Shareholders maintained by or on behalf Pendaries Common Shares with respect to such shares, (C) be allotted and issued, as fully paid and non-assessable shares, the number of EMVUltra Common Shares calculated in the basis set forth in subsection 3.1(a) (subject to section 3.2), and (D) such holder's name shall be added to the register of Ultra Common Shares with respect to such Ultra Common Shares; and (iiiii) Xos UPC shall be and be deemed to be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV Pendaries Common Shares as the holder thereof; and (c) all Pendaries Options shall be cancelled. 3.2 No certificates representing fractional Ultra Common Shares will be issued. In the event that the exchange ratios referred to herein would in any case otherwise result in a holder of a Pendaries Common Share being entitled to a fractional Ultra Common Share, an adjustment shall be made to the next highest whole number of Ultra Common Shares and a certificate for the resulting whole number of Ultra Common Shares will be issued. In calculating such EMV Sharefractional interests, all Pendaries Common Shares held by a beneficial holder of Pendaries Common Shares shall be aggregated.

Arrangement. The 3.1 At the Effective Time, or as otherwise indicated, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms Subject to Section 4.4 each of the EMV Incentive Planissued and outstanding AltaRex Common Shares shall be, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued be, transferred to such holder ViRexx (free of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (Cany claims) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU AltaRex Common Shares shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed receive from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV ViRexx in exchange for each AltaRex Common Share one-half of one EMV ViRexx Common Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect;. (b) 40% of the ViRexx Common Shares received by each EMV Share held by a Dissenting Shareholder in respect former holder of which the EMV Shareholder has validly exercised his, her or its Dissent Rights AltaRex Common Shares issued pursuant to paragraph 3.1(a) shall be deemed non-transferable and subject to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration a hold period for a debt claim against Xos for period of six months following the amount determined under Article 4 and Effective Date. (c) With respect to each AltaRex Common Share to which paragraph 3.1 (a) applies: (i) the holder thereof shall cease to be the holder of such EMV Share AltaRex Common Shares and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholderholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf AltaRex Common Shares as of EMVthe Effective Date; and (iiiii) Xos ViRexx shall become, and be deemed to become, the transferee holder of such EMV Share, AltaRex Common Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever; claims) and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV such shares as the holder thereof as of the Effective Date. (d) Each AltaRex Option that has not been: (i) duly exercised in full under the terms thereof; or (ii) duly surrendered in full for termination in a manner reasonably acceptable to ViRexx, immediately prior to the Effective Time shall be, and shall be deemed to be transferred to ViRexx (free of any claims) and in consideration for such EMV Sharetransfer, the holder of that AltaRex Option shall receive an option to purchase the number of ViRexx Common Shares determined by multiplying the number of AltaRex Common Shares subject to the particular AltaRex Option by one-half, at an exercise price per ViRexx Common Share equal to the exercise price per share of the particular AltaRex Option multiplied by two. If the foregoing results in an option being issued for a fraction of a ViRexx Common Share then the number of ViRexx Common Shares subject to such option will be rounded down to the nearest whole number of ViRexx Common Shares. The terms of all options issued by ViRexx in exchange for AltaRex Options shall be identical in all material respects to the terms of the AltaRex Options in respect of which they are issued. (e) With respect to each AltaRex Option to which paragraph 3.1

Arrangement. The At the Effective Time the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence as set out below without any further authorization, act or formality, in each case effective as at five one minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, 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; (Aii) the name of each EMV DSU that is 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 immediately prior 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, whether vested 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 unvestedany 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 unconditionally be deemed to have vested, and immediately vest 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 EMV in exchange for one EMV Share, subject (a) the issuance by Rio Alto of 0.525 of a fully paid and non-assessable Rio Alto Share to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of such DSU and (b) a cash payment to the EMV holder of such DSU equal to the difference between the Market Value of a Sulliden Share issued therefor and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, if any, (50% of such EMV Share 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 issued to such holder of the EMV DSU amended accordingly, and each certificate representing Sulliden Shares shall, as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effecttime such redesignation is effective, represent Class B Shares; (Ae) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall authorized share capital of Sulliden will be settled amended by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder the creation of an EMV PSU shall be entered in unlimited number of Class A Shares, and the register articles of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share Sulliden shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effectamended accordingly; (iiif) the SpinCo Option Plan will come into force; (Ag) each EMV RSU 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 is outstanding 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 Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (Bforegoing issuance) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV SpinCo Shares as that is equal to 0.0147 multiplied by the quotient obtained by dividing (1) the aggregate number of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option Sulliden Shares that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option are issued and outstanding immediately prior to the Effective Time whether vested or unvested shall(adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, without any further action all in accordance with the terms of the SpinCo Conveyance Agreement, and Sulliden shall be entered into the register of SpinCo Shares maintained by or on behalf of SpinCo; (h) Rio Alto will lend (the "Loan") to Sulliden an amount of cash equal to the Loan Amount by way of a non-interest bearing demand promissory note. If Rio Alto has so elected in accordance with Section 2.10(b) of the Arrangement Agreement, Sulliden will subscribe and pay for and Rio Alto shall issue to Sulliden that number of fully-paid and non-assessable Rio Alto Shares (the "Rio Alto Funding Shares") equal to $10,000,000 at the Rio Alto Share Price; (i) Sulliden will subscribe for and SpinCo shall issue to Sulliden that number of additional fully-paid and non-assessable SpinCo Shares that is equal to 0.0853 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, in consideration for payment from Sulliden to SpinCo (the "Sulliden Cash Transfer") of (i) cash subscription proceeds equal to $25,000,000 using funds from the Loan or (ii) $15,000,000 in cash using funds from the Loan and the transfer to SpinCo of all of the Rio Alto Funding Shares, in both instances subject to any applicable deduction to the cash amount in accordance with Section 2.3 (b) and (c); (j) Each Sulliden Option will be exchanged for a Sulliden Class A Option and one-tenth (0.1) of a SpinCo Option (and when aggregated with the other similar SpinCo Options of a holder of such EMV Outoptions resulting in a fraction, they shall be rounded down to the nearest whole number of SpinCo Options). The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Sulliden Class A Option or a SpinCo Option, will be the same as the Sulliden Option for which it is exchanged and any document evidencing a Sulliden Option shall thereafter evidence and be deemed to evidence such Sulliden Class A Option or SpinCo Option, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Sulliden Class A Option or a SpinCo Option, as the case may be, will be increased such that the aggregate of the In-of-theThe-Money OptionAmount 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, immediately and which reorganization shall occur in the following order: (i) each outstanding Class B Share will be cancelled without any payment therefor; exchanged with Sulliden free and clear of all Liens for one (B1) any holder 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 EMV Out-of-the-Money Option Class B Shares shall cease to be the holder holders thereof and to have any right rights or privileges as a holder holders of an EMV Out-of-the-Money Option; and such Class B Shares; (CB) the name of each holder of each EMV Out-of-the-Money Option such holders' names shall be removed from the register of EMV Options the Class B Shares maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect;Sulliden; and (bC) each EMV Share held by a Dissenting Sulliden Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee holder of such EMV the Class A Shares and SpinCo Shares (in each case, free and clear of all liens, charges any Liens) exchanged for the Class B Shares and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Sulliden or SpinCo, as the case may be, as the registered holder thereof; (ii) the stated capital of Sulliden for the outstanding Class A Shares will be an amount equal to the paid-up capital of Sulliden in respect of the Class B Shares, less the paid-up capital of Sulliden that is attributable to each Sulliden Share held by Dissenting Shareholders maintained 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 EMV as the holders a holder of any such EMV Class A Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) be irrevocably assigned and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, holder thereof to Rio Alto (free and clear of all liensLiens) in exchange for 0.525 of a Rio Alto Share for each Class A Share held, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) the holders of such EMV Shareholder Class A Shares shall cease to be the holder of the transferred EMV Share holders thereof and to have any right rights as a holder thereof, holders of such Class A Shares other than the right to be issued the Consideration by Xos receive 0.525 of a Rio Alto Share per Class A Share in accordance with this Plan of Arrangement; ; (ii) such EMV Shareholder’s holders' name shall be removed from the register of EMV Shareholders the Class A Shares maintained by or on behalf of EMVSulliden; and (iii) Xos Rio Alto shall be deemed to be the transferee and the legal and beneficial holder of such EMV Share, Class A Shares (free and clear of all liens, charges Liens) and encumbrances of any nature whatsoever; and (iv) Xos shall be entered as the registered holder of such Class A Shares in the register of EMV Shareholders 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 EMV as the other similar Rio Alto Replacement Options of a holder of such EMV 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 Xxxxxxx Xxxxxxx, a Canadian resident, with an address for service at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0; (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. The following transactions Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence or as otherwise provided below or herein, without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding Each Chemesis Common Share in respect of which a Chemesis Shareholder has exercised Dissent Rights and for which the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that Chemesis Shareholder is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed ultimately entitled to be issued to such holder of the EMV DSU as paid fair value (each a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV “Dissent Share; (C”) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected been repurchased by Chemesis for cancellation in consideration for a debt-claim against Chemesis to assign 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 each such EMV In-the-Money Option, without any further action by or on behalf all of the holder issued and outstanding common shares of such EMV Option, La Finca to EMV for cancellation SpinCo in exchange for such number of EMV Spinco Common Shares as is equal to the quotient obtained by dividing (1) the aggregate number of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Chemesis Common Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and. (c) each EMV Share (Notwithstanding the terms of the Chemesis Plan, including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration andagreement made thereunder: (i) such EMV Shareholder shall cease each Chemesis Option (whether vested or not) exercisable for a Chemesis Common Share that is outstanding as at the Effective Date which has not been duly exercised or cancelled will be and will be deemed to be exchanged for: (A) one fully-vested Replacement Chemesis Option to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the holder Chemesis Option. Each Replacement Chemesis Option will be governed by the terms of the transferred EMV Chemesis Plan and will have: (1) an exercise price per Chemesis Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Chemesis Option so exchanged immediately before the Effective Time; and (2) the same expiry date as the expiry date of the Chemesis Option for which such Replacement Chemesis Option was exchanged; and (B) one fully-vested Spinco Option. Each Spinco Option will be exercisable to have any right 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 a holder thereofthe expiry date of the Chemesis Option for which such Spinco Option was exchanged, other than provided that the right exercise prices of each Replacement Chemesis Option and each Spinco Option issued pursuant to the step above shall be and be deemed to be issued automatically adjusted such that the Consideration by Xos in accordance 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 this Plan the intention that subsection 7(1.4) of Arrangementthe Tax Act will apply to each exchange; and (ii) each Chemesis RS that is outstanding as at the Effective Date which has not vested or been cancelled will be deemed to be vested and, subject to applicable withholdings and other source deductions, all such EMV Shareholder’s name shall Chemesis RSs will be removed from and will be deemed to be redeemed by the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be respective holders in exchange for the transferee of issuance to each such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Sharenumber of Chemesis Common Shares and SpinCo Common Shares as such holder would have been entitled to receive had such Chemesis RSs been redeemed for Chemesis Common Shares immediately prior to the Effective Time. (d) Notwithstanding the terms of any certificates representing the Chemesis Warrants, including any agreement made thereunder: (i) each Chemesis Warrant (whether vested or not) exercisable for an Chemesis Common Share that is outstanding as at the Effective Date which has not been duly exercised or cancelled will be and will be deemed to be exchanged for: (A) one fully-vested Replacement Chemesis Warrant to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the Chemesis Warrant. Each Replacement Chemesis Warrant will have: (1) an exercise price per Chemesis Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Chemesis Warrant so exchanged immediately before the Effective Time; and

Arrangement. The At the Effective Time on the Effective Date, each of the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding all the terms issued and outstanding Nord Shares (other than Nord Shares held by Allied or by registered holders who have exercised dissent rights in accordance with Section 3.1 and who are ultimately entitled to be paid fair value for such shares) and all of the EMV Incentive PlanNord 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, at the Effective Timeand shall be deemed to be, exchanged with Allied as follows: (i) (A) in respect of each EMV DSU that is outstanding immediately prior to the Effective TimeNord Shareholder whose Nord Shares are so exchanged, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Nord Share shall be deemed to be issued to such holder exchanged for AUS$0.20 payable in Allied Shares at the rate of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange one Allied Share for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effectAUS$0.20; and (Aii) in respect of each EMV Out-of-the-Money Option issued and outstanding immediately prior Nord Optionholder whose Nord Options are so exchanged, an amount in Australian dollars equal to the Effective Time whether vested or unvested shalldifference, without any further action by or on behalf of any holder of if positive, between the Aggregate Option Exercise Price and the Aggregate Option Worth, and such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option amount shall be removed from payable in Allied Shares at the register rate of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effectone Allied Share for AUS$0.20; (b) with respect to each EMV Nord Share held by a Dissenting Shareholder in respect of or Nord Option to which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoeverSubsection 2.1(a) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and applies: (i) the holder thereof shall cease to be the a holder of such EMV Share securities and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s holder's name shall be removed from the register of EMV Shareholders maintained Nord Shares with respect to such shares or shall cease to have any rights under the Nord Options, as the case may be; (ii) the holder thereof shall cease to have any rights of action related to the holder's ownership of such Nord Shares or Nord Options other than to be paid the consideration therefor contemplated herein (where applicable, net of withholding tax paid by or on behalf of EMVAllied in respect thereof); and (iii) Xos Allied shall be, and shall be deemed to be, the transferee of such EMV Share, Nord Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever; claims) and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf such Nord Shares as the legal and beneficial owner of 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 EMV as 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 holder extent of such EMV Sharewithholding tax paid; and (d) the subordinated indebtedness of Nord to Nord Resources Corporation in the amount of AUS$280,000 on the books of Nord shall be converted into shares of Allied at the rate of AUS$0.20 of such indebtedness for one Allied Share (or 1,400,000 Allied Shares in the aggregate).

Arrangement. The 3.1 On the Effective Date, subject to the provisions of Article 5 hereof, the following transactions shall will occur and shall will be deemed to occur and be completed in the following order on sequence without any further authorization, act or formality: (a) each issued Cxxxxx Share outstanding immediately prior to the Effective Date Time held by a Cxxxxx 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 Starcore, free and clear of any liens, claims and encumbrances in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Planconsideration for a debt claim against Starcore in an amount and payable in accordance with Article 5, at the Effective Timeand: (i) such Cxxxxx Shareholder will cease to be the registered holder of such Dissenting Shares and will cease to have any rights as registered holders of such Cxxxxx Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 5.2(a); (Aii) such Cxxxxx Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the registers of Cxxxxx Shares maintained by or on behalf of Cxxxxx; and (iii) Starcore will be deemed to be the transferee of such Dissenting Shares, free and clear of any liens, claims and encumbrances; (b) immediately thereafter, each issued and outstanding Cxxxxx Share (other than any Cxxxxx Share in respect of which a registered Cxxxxx Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Starcore, without any act or formality on the part of the holder of such Cxxxxx Share or Starcore, free and clear of all liens, claims and encumbrances, in exchange for such number of Starcore Shares as determined using the Exchange Ratio, provided that the aggregate number of Starcore Shares payable to any Cxxxxx Shareholder, if calculated to include a fraction of a Starcore Share, will be rounded down to the nearest whole Starcore Share, with no consideration being paid for the fractional share, and the name of each such Cxxxxx Shareholder will be removed from the register of holders of Cxxxxx Shares and added to the register of holders of Starcore Shares, and Starcore will be recorded as the registered holder of such Cxxxxx Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (c) each EMV DSU that is Cxxxxx Option outstanding immediately prior to the Effective Time, Time (whether vested or unvestedunvested and, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Sharegreater certainty), subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in notwithstanding the register of EMV Shareholders maintained by or on behalf of EMV as the holder terms of the EMV Share issued therefor and such EMV Share Cxxxxx Option Plan, shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled unconditionally vested and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money such Cxxxxx Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Optionshall, without any further action by or on behalf of the a Cxxxxx Optionholder, be deemed to be assigned and transferred by such holder of such EMV Option, to EMV for cancellation Cxxxxx in exchange for such number of EMV Shares as is a cash payment equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAPOption Consideration, which quotient shall be rounded down to the nearest whole number, subject to less applicable withholdings, and such Cxxxxx Option shall immediately be cancelled; and (Bd) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Cxxxxx Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the such Cxxxxx Options, such holder’s name of each holder of each EMV In-the-Money Option shall be removed from each applicable register and the register of EMV Options maintained by or on behalf of EMV Cxxxxx Option Plan, and all agreements relating to EMV In-the-Money the Cxxxxx Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued , and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option Cxxxxx Optionholder shall cease to be the holder thereof and to thereafter have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than only the right to be paid fair value as set out receive the Option Consideration to which they are entitled pursuant to Section 3.1(c) at the time and in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of manner specified in. 3.2 From the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, where Cxxxxx is required to transfer and assign such EMV Share; (iii) Xos shall be deemed issue Cxxxxx Shares to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by person or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued entity pursuant to Sections 3.01(a)(i)any Cxxxxx Warrant, 3.01(a)(ii), 3.01(a)(iii) any convertible securities or any other agreement or arrangement (and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear such issuance of all liens, charges and encumbrances of any nature whatsoever, to Xos and Cxxxxx Shares is not otherwise addressed in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall obligation will be removed from satisfied by the register delivery to the person or entity entitled to receive such Cxxxxx Shares the number of EMV Shareholders maintained by Starcore Shares determined based on the Exchange Ratio that the person or on behalf of EMV; (iii) Xos shall be entity would have been entitled to receive if the transferee of such EMV Shareconvertible security had been exercised and Cxxxxx Shares had been issued immediately before the Effective Time, free and clear of all liens, charges and encumbrances subject to any further adjustment in the securities or other property issuable as a result of any nature whatsoever; and (iv) Xos shall be entered corporate action by Starcore as a successor company to Cxxxxx pursuant to the anti-dilution provisions set out in the register certificates representing the Cxxxxx Warrants, and the person or entity entitled to receive the Cxxxxx Shares will be bound by the terms of EMV Shareholders maintained by this Plan of Arrangement and will receive and accept Starcore Shares or on behalf other securities or property in lieu of the EMV as the holder of such EMV ShareCxxxxx Shares.

Arrangement. The 3.1 On the Effective Date, subject to the provisions of Article 5 hereof, the following transactions shall will occur and shall will be deemed to occur and be completed in the following order on sequence without any further authorization, act or formality: (a) each issued American Consolidated Share outstanding immediately prior to the Effective Date Time held by a American Consolidated 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 Starcore, free and clear of any liens, claims and encumbrances in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Planconsideration for a debt claim against Starcore in an amount and payable in accordance with Article 5, at the Effective Timeand: (i) (A) each EMV DSU that is outstanding immediately prior such American Consolidated Shareholder will cease to be the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each registered holder of an EMV DSU shall such Dissenting Shares and will cease to have any rights as registered holders of such American Consolidated Shares other than the right to be entered paid fair value for such Dissenting Shares as set out in Section 5.2(a); (ii) such American Consolidated Shareholder’s name will be removed as the register registered holder of EMV Shareholders such Dissenting Shares from the registers of American Consolidated Shares maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall American Consolidated; and (iii) Starcore will be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder transferee of such EMV DSU shall cease to be the holder thereof Dissenting Shares, free and to have clear of any right as a holder of an EMV DSU; liens, claims and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effectencumbrances; and (Ab) immediately thereafter, each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without American Consolidated Share (other than any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV American Consolidated Share held by a Dissenting Shareholder in respect of which the EMV a registered American Consolidated Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to Right) will be transferred to, and assigned acquired by such Dissenting Shareholder to Xos (free and clear Starcore, without any act or formality on the part of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV American Consolidated Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV ShareholderStarcore, free and clear of all liens, charges claims and encumbrances of any nature whatsoeverencumbrances, to Xos and in consideration exchange for such transfernumber of Starcore Shares equal to the Exchange Ratio, provided that the aggregate number of Starcore Shares payable to any American Consolidated Shareholder, if calculated to include a fraction of a Starcore Share, will be rounded down to the nearest whole Starcore Share, with no consideration being paid for the fractional share, and the name of each such EMV American Consolidated Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall will be removed from the register of EMV Shareholders maintained by or on behalf holders of EMV; (iii) Xos shall be the transferee of such EMV Share, free American Consolidated Shares and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in added to the register of EMV Shareholders maintained by or on behalf holders of the EMV Starcore Shares, and Starcore will be recorded as the registered holder of such EMV ShareAmerican Consolidated Shares so exchanged and will be deemed to be the legal and beneficial owner thereof. 3.2 From the Effective Time, where American Consolidated is required to issue American Consolidated Shares to any person or entity pursuant to any American Consolidated Warrant, any convertible securities or any other agreement or arrangement (and such issuance of American Consolidated Shares is not otherwise addressed in this Plan of Arrangement) such obligation will be satisfied by the delivery to the person or entity entitled to receive such American Consolidated Shares the number of Starcore Shares equal to the Exchange Ratio that the person or entity would have been entitled to receive if the American Consolidated Shares had been issued immediately before the Effective Time, and the person or entity entitled to receive the American Consolidated Shares will be bound by the terms of this Plan of Arrangement and will receive and accept Starcore Shares in lieu of American Consolidated Shares.

Arrangement. 3.1 The following transactions shall occur and shall Arrangement involves a number of steps, including the following, which will be deemed to occur and be completed in the following order on the Effective Date occur, without any further act or formalityformality of or by Exito, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive PlanGLN or another other person, sequentially commencing at the Effective Time: (i) (Aa) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV GLN Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed irrevocably transferred to be transferred and assigned by such Dissenting Shareholder to Xos (Exito, free and clear of all liensEncumbrances, charges and encumbrances of without any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and further act or formality and: (i) the holder thereof such Dissenting Shareholder shall cease to be the holder of such EMV Share GLN Shares so transferred and will cease to have any rights as a holder of EMV such GLN Shares other than the right to be paid fair value as set out in Article 4 and the for such GLN Shares by Exito; (ii) such Dissenting Shareholder's name of such registered holder shall be removed as the holder of such GLN Shares from the central securities register of EMV Shareholders as holders of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV GLN Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV SharesGLN; and (ciii) each EMV Share (including EMV Exito shall become the sole legal and beneficial holder of such GLN Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholderso transferred, free and clear of all liensEncumbrances, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued entered in the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the central securities register of EMV Shareholders holders of GLN Shares maintained by or on behalf of EMVGLN; (b) GLN Shareholders and Exito will complete a share exchange whereby: (i) all of the issued and outstanding GLN Shares will be exchanged by GLN Shareholders (other than Dissenting Shareholders) on the basis of 0.2601 an Exito Consolidated Share for every one GLN Share held (the "Exchange Ratio"). In the event that the Exito Consolidation is not completed prior to the Effective Time for any reason, the Exchange Ratio shall be deemed to have been adjusted such that GLN Shares will be exchanged on the basis of 0.5202 of an Exito Share for every one GLN Share held; (ii) Exito will in exchange acquire all of the issued and outstanding GLN Shares; and (iii) Xos shall GLN will become a wholly-owned subsidiary of Exito; (c) on the Effective Date, Exito and GLN will complete the Amalgamation whereby: (i) all of the assets and liabilities of Exito and GLN will become the assets and liabilities of Amalco; (ii) the name of Amalco will be "Good Life Networks Inc.", or such other name as may be acceptable to Exito, GLN and relevant Governmental Entities; (iii) the articles of Amalco on completion of the short-form vertical amalgamation will be the transferee same as the articles of such EMV Share, free and clear Exito prior to completion of all liens, charges and encumbrances of any nature whatsoever; and the Amalgamation; (iv) Xos the notice of articles and authorized capital of Amalco on completion of the Amalgamation will be the same as the notice of articles of Exito prior to completion of the Amalgamation; (v) all of the issued and outstanding Exito Consolidated Shares will become Amalco Shares on a one-for-one basis; (vi) the issued and outstanding GLN Shares held by Exito will be cancelled without any repayment of capital in respect thereof; (d) as a result of the Arrangement, GLN Shareholders (other than Dissenting Shareholders) will have effectively exchanged their GLN Shares for Amalco Shares on the basis of the Exchange Ratio; and (e) the first directors of Amalco shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareXxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxx.

Arrangement. The At the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed sequentially in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms 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 Skye 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 HudBay and HudBay shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder shall be removed from the central securities register as a holder of Skye Shares and HudBay shall be recorded as the registered holder of the EMV Incentive Plan, at Skye Shares so transferred and shall be deemed to be the Effective Time:legal owner of such Skye Shares; (i) (Ac) each EMV DSU that is 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 outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, shall unconditionally be exchanged for an option (a “Converted HudBay Option”) to acquire (on the same terms and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to conditions as were applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of Skye Option immediately before the EMV DSU as a fully paid share in Effective Time under the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled Skye Stock Option Plan and the holder of such EMV DSU shall cease to be agreement evidencing the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior grant except to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in extent that such Converted HudBay Option will expire on the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange expiry date for such option), the number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject ) of HudBay Shares equal to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and product of: (A) each EMV Out-of-the-Money the number of Skye Shares subject to such Skye Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; and (B) the Skye Share Exchange Ratio. The exercise price per HudBay Share subject to any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money converted HudBay Option shall be removed from the register amount (rounded up to the nearest one-hundredth of EMV Options maintained 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 or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options (B) the Share Exchange Ratio, provided that the exercise price otherwise determined shall be terminated and shall be adjusted to the extent, if any, required to ensure that the Converted HudBay Option In the Money Amount immediately after the exchange is equal to the Skye Stock Option In the Money Amount of no further force and effectthe exchanged Skye Option immediately before the Effective Time; (be) on the Effective Date the Deferred Share Unit Plan of Skye is amended to provide that each EMV outstanding Skye DSU shall thereafter relate to the number of HudBay Shares determined by multiplying the number of Skye Shares to which such Skye DSU relates by the Share held by a Dissenting Shareholder Exchange Ratio, all references to “Shares” in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights Deferred Share Unit Plan shall be deemed to be references to HudBay Shares or to the number of HudBay Shares so determined and to make such other changes necessary to give effect to the foregoing and to ensure that it qualifies a plan described in regulation 6801(d) under the Tax Act; (f) each Skye Share held by HudBay including the Skye Shares acquired pursuant to Sections 3.01(b) and (c) hereof shall be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and Subco in consideration of the issue by Subco to HudBay of one common share of Subco for a debt claim against Xos for each Skye Share so transferred; (g) the amount determined 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 Article 4 and Section 269 of the BCBCA; (i) from and after the holder thereof shall cease 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 holder liabilities and obligations of Skye and Subco; (iii) all rights, contracts, permits and interests of Skye and Subco will continue as rights, contracts, permits and interests of Amalco as if Skye and Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Skye or Subco under any such EMV 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 to have all of the issued and outstanding Skye Shares will be cancelled without any rights as a holder repayment of EMV Shares other than the right to be paid fair value as set out capital in Article 4 and respect thereof; (viii) the name of such registered holder Amalco shall be removed “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 register of EMV Shareholders as of the Effective Time; Date; (iixii) the registered holder thereof first directors of Amalco following the amalgamation shall be deemed to have executed •, • and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares•; and (cxiii) each EMV Share (including EMV Shares issued pursuant the capital of common shares of Amalco will be an amount equal to Sections 3.01(a)(i)the paid up capital, 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered that term is defined in the register Tax Act, attributable to the shares of EMV Shareholders maintained by or on behalf of Subco immediately prior to the EMV as the holder of such EMV Sharemerger.

Arrangement. The following transactions shall occur and shall be deemed to occur and be completed in the following order on At the Effective Date without any further act or formalityTime, in each case effective as at five minute intervals starting at Glamis and Goldcorp will effect a combination of their respective businesses by way of an Arrangement under the Effective Time (unless stated otherwise):BCBCA pursuant to which: (a) notwithstanding each 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 terms of holder thereof for 1.69 Goldcorp Common Shares (the EMV Incentive Plan, at the Effective Time:“Share Exchange Ratio”); (i) (Ab) each EMV DSU that is Glamis Option outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, shall unconditionally be exchanged for an option (a “Converted Goldcorp Option”) exercisable to acquire (on the same terms and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to conditions as were applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of Glamis Option pursuant to the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be relevant Glamis Option Plan under which it was issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be agreement evidencing the holder grant thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective TimeTime and, whether vested in particular, but without limitation, any options that are deemed to vest at the Effective Time in accordance with the Glamis Option Plan or unvested, shall unconditionally and immediately vest and such agreement shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as converted into a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (Dvested Converted Goldcorp Option) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; number (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Goldcorp Common Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained determined by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and multiplying: (A) each EMV Out-of-the-Money the number of Glamis Common Shares subject to such Glamis Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) the Share Exchange Ratio. The exercise price per Goldcorp Common Share subject to any holder such Converted Goldcorp Option (the “Converted Goldcorp Option Exercise Price”) will be an amount (rounded up to the nearest one-hundredth of such EMV Out-a cent) equal to the quotient of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and : (CA) the name of each holder of each EMV Out-of-the-Money exercise price per Glamis Common Share subject to such Glamis Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating immediately prior to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; divided by (iiB) the registered holder thereof Share Exchange Ratio, provided that the exercise price otherwise determined shall be deemed increased to have executed and delivered all consentsthe extent, releases, assignments and waivers, statutory or otherwiseif any, required to transfer and assign such EMV Share; (iii) Xos ensure that the In the Money Amount of the Converted Goldcorp Option immediately after the exchange is equal to the In the Money Amount of the exchanged Glamis Option immediately before the exchange. 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 deemed effected on the terms and subject to be the transferee of such EMV Shares (free conditions set out in this Agreement and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name , which Plan of Arrangement shall be removed from modified pursuant to subsection 7.02(c) hereof if the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareArrangement is effected otherwise than through an amalgamation.

Arrangement. The Commencing at the Effective Time, except as otherwise noted herein, the following transactions shall occur and shall be deemed to occur and be completed sequentially, in the following order on the Effective Date order, without any further act or formalityformality required on the part of any person, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (ia) (A) each EMV DSU that is outstanding immediately 343,332 European Goldfields RSUs shall be granted pursuant to the European Goldfields RSU Plan and 525,000 European Goldfields DPUs shall be granted pursuant to the European Goldfields DPU Plan to those individuals identified in a resolution of the board of directors of European Goldfields dated prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; Date; (Bb) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share Effective Date shall be deemed to be the vesting date for all of the then issued and outstanding European Goldfields RSUs, and European Goldfields shall allot and issue to each holder of a European Goldfields RSU such number of European Goldfields Shares as are due to such holder under the terms of the EMV DSU as a fully paid share in European Goldfields RSU Plan (less any amounts withheld pursuant to Section 5.4 of this Plan of Arrangement) and thereafter the capital European Goldfields RSU Plan will terminate and none of EMVthe former holders of European Goldfields RSUs, provided that no certificate European Goldfields, Eldorado or book-entry statement any of their respective successors or assigns shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder rights, liabilities or obligations in respect of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effectEuropean Goldfields RSU Plan; (Ac) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV European Goldfields Share held by a Dissenting Shareholder in respect of which the EMV European Goldfields Shareholder has validly exercised his, her or its Dissent Rights Right shall be deemed to be directly transferred and assigned by such Dissenting Shareholder to Xos Eldorado (free and clear of all any liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 Article 4 hereof; (d) each European Goldfields Share (other than any European Goldfields Shares held by Eldorado and any Dissenting Shareholder) shall be deemed to be transferred to Eldorado (free and clear of any liens, charges and encumbrances of any nature whatsoever) in consideration for a debt claim against Xos exchange for the amount determined under Article 4 Consideration; (e) each European Goldfields Option, which is outstanding and has not been duly exercised prior to the Effective Date, shall be exchanged for an option (each, a “Replacement Option”) to purchase from Eldorado the number of Eldorado Shares (rounded down to the nearest whole share) equal to: (i) the Option Exchange Ratio multiplied by (ii) the number of European Goldfields Shares subject to such European Goldfields Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Eldorado Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per European Goldfields Share otherwise purchasable pursuant to such European Goldfields 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 European Goldfields Option for which it was exchanged, and shall be governed by the terms of the applicable European Goldfields Option Plan and any certificate or option agreement previously evidencing the European Goldfields Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the requirements under Subsection 7(1.4) of the Tax Act; (f) the DPU Payment (as defined in the European Goldfields DPU Plan) for each European Goldfields DPU held by a European Goldfields DPU Holder in respect of which the European Goldfields DPU Election is made on or prior to the Election Deadline, shall be satisfied, on behalf of European Goldfields, on the applicable Separation Date (as defined in the European Goldfields DPU Plan), by the European Goldfields DPU Election Consideration, and after such Separation Date, such European Goldfields DPU Holders or any of their respective successors or assigns shall have not any rights, liabilities or obligations in respect of the European Goldfields DPU Plan; (g) from and after the Effective Date, no additional European Goldfields DPUs shall be issued under the European Goldfields DPU Plan (including in connection with the declaration of any dividends); (h) with respect to each European Goldfields Share transferred and assigned in accordance with Subsection 3.1(c) or 3.1(d) hereto: (i) the registered holder thereof shall cease to be the registered holder of such EMV European Goldfields Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV European Goldfields Shareholders as of the Effective Time; ; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iiiEuropean Goldfields Share in accordance with Subsection 3.1(c) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liensor 3.1(d) hereto, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Sharesapplicable; and (iii) Eldorado will be the holder of all of the outstanding European Goldfields Shares and the register of European Goldfields Shareholders shall be revised accordingly; (i) Eldorado will sell all of the European Goldfields Shares acquired under Subsection 3.1 (c) each EMV Share and (including EMV d) hereto to Eldorado Holdco in exchange for 100,000 common shares of Eldorado Holdco; (j) the stated capital of the European Goldfields Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free reduced to $1.00 without payment or distribution in respect thereof; and (k) Eldorado Holdco and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder European Goldfields shall be issued amalgamated and continued as one corporation under the Consideration andYBCA to form Amalco in accordance with the following: (i) such EMV Shareholder shall cease to be the holder Name. The name of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name Amalco shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV name as the holder of such EMV Share.Eldorado may determine;

Arrangement. The On the Effective Date, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU Each issued and unexercised Tarragon Option that is outstanding immediately prior not held by an Optionholder who has validly exercised its right of dissent in accordance with Article 3 hereof and is ultimately entitled to be paid the fair value of its Tarragon Options will vest, if not already vested, and will be transferred to Albertaco in consideration for a number of Exchangeable Shares, being equal to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Sharequotient (rounded to four decimal places, subject to applicable withholdingsSection 4.3) of $14.25 divided by the Average Closing Price, and the Optionholder shall make a payment to Albertaco of an amount (the "Option Payment") equal to the Exercise Price of such Tarragon Option; provided, however, that at the election of the Optionholder or deemed election of the Optionholder under Section 2.1(h), such Option Payment may be omitted in which event the number of Exchangeable Shares to be received in consideration for such Tarragon Option shall be reduced by the number obtained by dividing the Option Payment by the Average Closing Price. (Bb) Each outstanding Special Warrant that is not held by a Warrantholder who has validly exercised its right of dissent in accordance with Article 3 hereof and is ultimately entitled to be paid the fair value of its Special Warrants will be transferred to Albertaco in consideration for a number of Exchangeable Shares, being equal to the quotient (rounded to four decimal places, subject to Section 4.3) of $14.25 divided by the Average Closing Price. (c) Each outstanding Tarragon Common Share that is not held by a Shareholder who has validly exercised its right of dissent in accordance with Article 3 hereof and is ultimately entitled to be paid the fair value of its Tarragon Common Shares will be transferred to Albertaco in consideration for a number of Exchangeable Shares, being equal to the quotient (rounded to four decimal places, subject to Section 4.3) of $14.25 divided by the Average Closing Price. (d) Upon the transfers of Tarragon Securities referred to in Sections 2.1(a), (b) and (c) above: (i) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU Tarragon Security shall cease to be such a holder, shall have its name removed from the holder thereof relevant register of holders of Tarragon Securities and to have any right as shall become a holder of an EMV DSU; the number of fully paid Exchangeable Shares to which it is entitled as a result of the transfers of Tarragon Securities referred to in Sections 2.1(a), (b) and (Dc) the and such holder's name of each holder of each EMV DSU shall be removed from added to the register of EMV DSUs maintained by or on behalf holders of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Exchangeable Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effectaccordingly; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.

Arrangement. The At the Effective Time, except as otherwise noted herein, the following transactions shall occur and shall be deemed to occur and be completed sequentially, in the following order on the Effective Date order, without any further act or formalityformality required on the part of any person, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (Aa) each EMV DSU that is Red Back SAR issued and outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally will be transferred by the holder thereof to Red Back and immediately vest and shall be settled by EMV cancelled in exchange for one EMV Share, subject a cash payment by Red Back equal to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained amount by or on behalf of EMV as which the holder fair market value of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder Consideration at the Effective Time (calculated in accordance with the requirements of the EMV DSU as a fully paid share in Red Back SAR Plan) exceeds the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder strike price of such EMV DSU shall cease to be the holder thereof and to have Red Back SAR, less any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effectrequired withholding taxes; (Ab) each EMV PSU that is Red Back DSU issued and outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally will be transferred by the holder thereof to Red Back and immediately vest and shall be settled by EMV cancelled in exchange for one EMV Share, subject a cash payment by Red Back equal to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder amount of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder fair market value of the EMV PSU as a fully paid share Consideration at the Effective Time (calculated in accordance with the capital requirements of EMVthe Red Back DSU Plan), provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have less any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effectrequired withholding taxes; (iii) (Ac) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; Red Back Share (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have other than any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Red Back Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Kinross and any Red Back Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Red Back Shareholder has validly exercised his, her or its Dissent Rights Right) shall be deemed to be transferred to Kinross (free and clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for the Consideration, subject to Article 4 hereof; (d) each Red Back Share in respect of which the Red Back Shareholder has validly exercised his, her or its Dissent Right shall be directly transferred and assigned by such Dissenting Shareholder to Xos Kinross (free and clear of all any liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 hereof; (e) with respect to each Red Back Share transferred and assigned in accordance with Subsection 3.1(c) or Subsection 3.1(d) hereto: (i) the registered holder thereof shall cease to be the registered holder of such EMV Red Back Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Red Back Shareholders as of the Effective Time; ; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iiiRed Back Share in accordance with Subsection 3.1(c) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liensor Subsection 3.1(d) hereto, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Sharesapplicable; and (ciii) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to Kinross will be the holder of all of the transferred EMV Share outstanding Red Back Shares and the register of Red Back Shareholders shall be revised accordingly; (f) each Red Back Option, which is outstanding and has not been duly exercised prior to have any right as the Effective Date, shall be exchanged for a holder thereoffully vested option (each, other than a “Replacement Option”) to purchase from Kinross the right number of Kinross Shares (rounded down to be issued the Consideration nearest whole share) equal to: (i) the Option Exchange Ratio multiplied by Xos in accordance with this Plan of Arrangement; (ii) the number of Red Back Shares subject to such EMV Shareholder’s name Red Back Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Kinross Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Red Back Share otherwise purchasable pursuant to such Red Back Option; divided by (y) the Option Exchange Ratio. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Red Back Option for which it was exchanged, and shall be removed from governed by the register terms of EMV Shareholders maintained by the applicable Red Back Option Plan and any certificate or on behalf of EMV; (iii) Xos option agreement previously evidencing the Red Back Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the transferee requirements under subsection 7(1.4) of such EMV Share, free the Tax Act; and (g) the Red Back DSU Plan and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos Red Back SAR Plan shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareterminated.

Arrangement. The following transactions 3.1 Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective formality except as at five minute intervals starting otherwise provided herein: (a) all Storm Options outstanding at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder cancelled without payment of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effectconsideration; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (Db) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Storm Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAPDissenting Shareholders, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Storm Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option remain issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf as of any holder of such EMV Out-of-the-Money Optionthe Effective Time, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be have been transferred to Storm and assigned by cancelled as of the Effective Time, and such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof Shareholders shall cease to be the holder of such EMV Share and to have any rights as a holder holders of EMV Shares Storm Shares, other than the right to be paid the fair value of their Storm Shares in accordance with the Dissent Rights; (c) the transactions contemplated by the SPP Dissolution Agreement shall become effective and pursuant thereto, SPP shall transfer to Storm and Storm Sub an undivided proportionate interest in each of the assets of SPP in accordance with Storm and Storm Sub’s respective proportionate interest in SPP all in accordance with the terms and conditions of the SPP Dissolution Agreement; (d) the aggregate stated capital of the class of shares in the capital of Storm Sub held by Storm shall be reduced to $1.00 without the repayment of any capital; (e) Storm Sub shall be dissolved and shall thereafter cease to exist; (f) ARC shall issue to ARC Resources from treasury such number of ARC Trust Units as are required by ARC Resources to be delivered to holders of Storm Shares and/or Storm New Common Shares pursuant to Section 3.1(g), (k) and (l) in exchange for an unsecured subordinated promissory note of ARC Resources in the principal amount equal to the fair market value of such ARC Trust Units so issued; (g) Non-Resident Shareholders shall transfer to ARC Resources their Storm Shares in exchange for: (i) 0.5700 of an ARC Trust Unit; (ii) a right to one (1) ExploreCo Note; (iii) a right to one (1) Warrant Note; and (iv) in the event the Surmont/XxXxxxxx Transaction closes prior to the Effective Time, a right to cash in the amount of [$·], for each Storm Share so transferred; (h) Storm shall reorganize its business and its capital and as part such reorganization: (i) Storm’s articles of incorporation shall be amended to create Storm New Common Shares as an authorized class of shares in the capital of Storm; (ii) each issued and outstanding Storm Share shall be exchanged for: (A) one (1) Storm New Common Share; (B) one (1) ExploreCo Note; (C) one (1) Warrant Note; and (D) in the event the Surmont/XxXxxxxx 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 Article 4 Section 3.1(g); (j) the holders of Warrant Notes shall assign and transfer to ExploreCo their Warrant Notes in consideration of ExploreCo issuing to such holders 0.4 of an ExploreCo Warrant for every three (3) Warrant Notes so transferred; (k) subject to Section 3.2, each Storm New Common Share, other than Storm New Common Shares held by Tax-Exempt Shareholders and ARC Resources, shall be transferred to ARC Resources in accordance with the name election or deemed election of the former holder of such registered holder Storm Shares in exchange for: (i) 0.5700 of an ARC Trust Unit; or (ii) [·] of an ARC Exchangeable Share, together with the Ancillary Rights; (l) subject to Section 3.2 and contemporaneous with the transaction described in Section 3.1(k), each Storm New Common Share held by Tax-Exempt Shareholders will be transferred to ARC Resources in exchange for 0.5700 of an ARC Trust Unit; (m) the transactions contemplated by the Conveyance Agreement shall be removed from become effective and pursuant thereto Storm shall assign and transfer to ExploreCo the register ExploreCo Assets in consideration of: (i) ExploreCo issuing to Storm such number of EMV Shareholders as 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/XxXxxxxx 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 registered Warrant Notes acquired by ExploreCo in Section 3.1(j), all in accordance with terms and conditions of the Conveyance Agreement; (n) holders of ExploreCo Notes shall assign and transfer to Storm their ExploreCo Notes in consideration of Storm transferring to each such holder thereof 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 executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required elected to transfer and assign such EMV Sharehave 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) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever)is not a Tax-Exempt Shareholder; and (iv) Xos has received Exchangeable Shares in whole or in part under the exchange; shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued entitled to make an income tax election, pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iiisubsection 85(1) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)or 85(2) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share Tax Act, as applicable (and the analogous provisions of provincial income tax law) with respect to have any right as a holder thereof, other than the right to be issued the Consideration sale by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareholder’s Storm New Common Shares to ARC Resources by providing two signed copies of the necessary election forms to ARC Resources within 120 days following the Effective Date, duly completed with the details of the number of shares transferred and the applicable agreed amounts for the 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 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 so sign and return election forms which are received by ARC Resources within 120 days of the Effective Date, ARC Resources will not be responsible for any taxes, interest or penalties resulting from the failure by a former holder of Storm Shares to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, ARC Resources may choose to sign and return an election form received by it more than 120 days following the Effective Date, but ARC Resources will have no obligation to do so.

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV TMX Group Share held by a TMX Group Shareholder (other than Maple and Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights Shareholders) shall be deemed transferred to be transferred and assigned acquired by such Dissenting Shareholder to Xos (Maple, free and clear of all liens, charges charges, claims and encumbrances of any nature whatsoever) in accordance with Section 4.01 and encumbrances, in consideration for the Arrangement Consideration, and upon the transfer of each such TMX Group Share from a debt claim against Xos for the amount determined under Article 4 and TMX Group Shareholder to Maple pursuant to this Section 2.2(a): (i) the each such holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV the TMX Group Shares other than the right to be paid fair value as set out in Article 4 so transferred and the name of such registered holder shall be removed from the register of EMV Shareholders holders of 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 TMX Group Shares; and (iii) Maple shall allot and issue to such holder the number of Maple Shares issuable to such holder pursuant to this Section 2.2(a) and the name of such holder shall be added to the register of holders of Maple Shares; (b) subject to applicable laws and regulatory requirements, each TMX Group Option that is outstanding and has not been exchanged in accordance with the Support Agreement or duly exercised prior to the Effective Time; Time shall be exchanged for an option (each, a “Replacement Maple Option”) to purchase from Maple the number of Maple Shares (rounded down to the nearest whole share) equal to: (i) the Option Exchange Ratio multiplied by (ii) the registered holder thereof number of TMX Group Shares subject to such TMX Group Options immediately prior to Effective Time. Such Maple Replacement Option shall provide for an exercise price per Maple Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per TMX Group Share pursuant to such TMX Group Option; divided by (y) the Option Exchange Ratio. For greater certainty, it is the intention that the conditions for a tax-deferred exchange set forth in subsection 7(1.4) of the Tax Act are satisfied in respect of the exchange contemplated in this Section 2.2(b). The term to expiry, conditions to and manner of exercising, vesting schedule and all other terms and conditions of the Replacement Maple Option will be the same as the TMX Group Option for which it is exchanged, and any document or agreement previously evidencing a TMX Group Option shall from and after the exchange evidence and be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be evidence the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV SharesReplacement Maple Option; and (c) each EMV TMX Group Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from held by a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred to and acquired by the EMV ShareholderMaple, free and clear of all liens, charges charges, claims and encumbrances of any nature whatsoeverencumbrances, to Xos and and, in consideration for such transferexchange therefore, such EMV Shareholder each holder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos paid fair value in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareArticle 3.

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time:Shareholder Rights Plan shall terminate and cease to have any further force or effect and all rights issued and outstanding thereunder shall immediately be cancelled without need for any further act or formality; (ib) (A) each EMV DSU that is outstanding immediately prior to the Effective TimeNormabec shall, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Sharedeemed to, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder transfer all of the EMV Share issued therefor and such EMV Share shall be deemed Transferred Assets to be issued Newco in consideration for the issuance by Newco to such holder Normabec of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Newco Shares as is equal to the quotient obtained total number of Normabec Shares issued and outstanding at the Effective Time (other than Normabec Shares held by dividing a holder who has validly exercised its Dissent Rights) multiplied by the Newco Exchange Ratio; (1c) Normabec’s share capital and its Articles will be altered by: (i) creating an unlimited number of Class A common shares (the aggregate “Normabec Class A Common Shares”) with the rights, privileges and restrictions as set forth in Schedule I hereto; and; (ii) amending the rights, privileges and restrictions attaching to the Normabec Shares so as to match those set forth in Schedule II hereto; (d) each of the EMV In-the-Money Amount for all EMV In-the-Money Options issued Normabec Shares (except Normabec Shares held by such a holder by (2who has validly exercised its Dissent Rights) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall will be deemed to be issued exchanged with Normabec for one Normabec Class A Common Share and such number of Newco Shares received by Normabec in accordance with paragraph (b), above, as is equal to such holder the Newco Exchange Ratio and the Normabec Shares will be cancelled and will form part of the EMV In-the-Money Options as a fully paid authorized but unissued share in the capital of EMV, provided that Normabec and no certificate or book-entry statement shall Normabec Shares will remain outstanding; (e) Normabec’s share capital and its Articles will be issued with respect to such EMV Share; altered by: (Ci) each EMV In-the-Money Option shall be immediately cancelled reducing the authorized capital by eliminating the authorized and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effectunissued Normabec Shares; and (Aii) altering the indentifying name of all of the Normabec Class A Common Shares to be Common Shares. (f) each EMV Out-of-the-Money Option issued and outstanding immediately prior to Normabec Class A Common Share will be exchanged by the Effective Time whether vested or unvested shallholder thereof, without any further action by act or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof formality and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges claims and encumbrances encumbrances, for that number of any nature whatsoever) in accordance with Section 4.01 fully paid and in consideration for a debt claim against Xos for non-assessable First Majestic Shares equal to the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 First Majestic Exchange Ratio, and the name of each such registered holder shall of Normabec Class A Common Shares will be removed from the register of EMV Shareholders holders of Normabec Class A Common Shares and added to the register of holders of First Majestic Shares; (g) each Normabec Warrant, to the extent it has not been exercised as of the Effective Time; (ii) Date, will be exchanged by the registered holder thereof shall be deemed to have executed thereof, without any further act or formality and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges claims and encumbrances encumbrances, for (i) a warrant (a “Replacement Warrant”) to purchase a number of any nature whatsoeverFirst Majestic Shares equal to the product of the First Majestic Exchange Ratio multiplied by the number of Normabec Shares issuable on exercise of such Normabec Warrant for an exercise price per First Majestic Share equal to the exercise price per share of such Normabec Warrant immediately prior to the Effective Time divided by the First Majestic Exchange Ratio and rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a Replacement Warrant being exercisable for a fraction of an First Majestic Share, then the number of First Majestic Shares subject to such Replacement Warrant shall be rounded down to the next whole number of First Majestic Shares); and (ivii) Xos a warrant (a “Newco Warrant”) to purchase a number of Newco Shares equal to the Newco Exchange Ratio multiplied by the number of Normabec Shares issuable on exercise of such Normabec Warrant for an exercise price per Newco Share equal to the exercise price per share of such Normabec Warrant immediately prior to the Effective Time divided by the Newco Exchange Ratio and rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a Newco Warrant being exercisable for a fraction of a Newco Share, then the number of Newco Shares subject to such Newco Warrant shall be entered in rounded down to the register next whole number of EMV Shareholders maintained by or on behalf Newco Shares); and the Normabec Warrants shall thereupon be cancelled. The term to expiry, conditions to and manner of EMV exercise and other terms and conditions of each of the Replacement Warrants and Newco Warrants shall be the same as the holders terms and conditions of any the Normabec Warrant for which it is exchanged and First Majestic and Newco shall, as soon as practicable following the Effective Date, issue to such EMV Sharesholder certificates representing such Replacement Warrants or Newco Warrants, as the case may be, and the original certificates representing such Normabec Warrants shall thereupon be void; and (ch) each EMV Share (including EMV Shares issued pursuant Normabec Option that has not been duly exercised prior to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) the Effective Time shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of terminated without any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by further act or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareformality.

Arrangement. The At the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed sequentially in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms Claude Shareholder Rights Plan shall be terminated (and all rights issued thereunder shall expire) and shall be of no further force or effect; (b) each Claude 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 Acquiror and Acquiror shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder shall be removed from the central securities register as a holder of Claude Shares and Acquiror shall be recorded as the registered holder of the EMV Incentive Plan, at Claude Shares so transferred and shall be deemed to be the Effective Time:legal owner of such Claude Shares; (i) (Ac) each EMV DSU that is Claude Share (other than a Claude Share held by a Dissenting Shareholder or a Claude Share held by Acquiror or any subsidiary of Acquiror) shall be deemed to be transferred to Acquiror and, in consideration therefor, Acquiror shall issue and pay the following Consideration for each Claude Share, subject to Sections 3.3, 3.4 and Article 5 hereof 0.185 of an Acquiror Share and $0.001 in cash; (d) each Claude Option outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, shall unconditionally and immediately vest and shall be settled by EMV in exchange exchanged for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in vested option (each a “Converted Acquiror Option”) to acquire from Acquiror the capital number of EMV, provided that no certificate or book-entry statement shall be issued with respect Acquiror Shares equal to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; product of: (A) each EMV PSU that is outstanding the number of Claude Shares subject to such Claude Option immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled ; multiplied by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder 0.185 provided that, if the foregoing would result in the issuance of a fraction of an EMV PSU shall be entered in Acquiror Share on any particular exercise of Converted Acquiror Options, then the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Acquiror Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient otherwise issued shall be rounded down to the nearest whole number, number of Acquiror Shares. The exercise price per Acquiror Share subject to applicable withholdingsa Converted Acquiror Option shall be an amount equal to the quotient of: (A) the exercise price per Claude Share subject to each such Claude Option immediately before the Effective Time; divided by (B) each holder 0.185 provided that the aggregate exercise price payable on any particular exercise of an EMV Converted Acquiror Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Claude Option for a Converted Acquiror Option. Therefore, in the event that the Converted Acquiror Option In-theThe Money Amount in respect of a Converted Acquiror Option exceeds the Claude Option In-The Money Amount in respect of the Claude Option, the number of Acquiror Shares which may be acquired on exercise of the Converted Acquiror Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that receives one or more EMV Shares pursuant the Converted Acquiror Option In-The Money Amount in respect of the Converted Acquiror Option does not exceed the Claude Option-In The Money Amount in respect of the Claude Option and the ratio of the amount payable to this Section 3.01(a)(iv) acquire such shares to the value of such shares to be acquired shall be entered unchanged. All other terms and conditions of the Converted Acquiror Options, including the term to expiry, will be the same as the Claude Option for which it was exchanged and each Converted Acquiror Option shall continue to be governed by and be subject to the terms of the Claude Stock Option Plan and the agreement evidencing the grant of such Claude Option (in each case as amended by the register Board of EMV Shareholders maintained Directors of Claude). Notwithstanding the foregoing and the terms and conditions of the Claude Stock Option Plan, the expiry date of any Converted Acquiror Options that are held by a person who ceases to be a director or on behalf consultant of EMV as Claude or is an employee or officer that is terminated without cause within six months after the Effective Date shall be the earlier of (A) the expiry date of such Converted Claude Option (with such expiry date not being a result of the holder of the EMV Share issued therefor and such EMV Share shall be deemed option ceasing to be issued to a director, consultant, officer or employee of Claude) and (B) two years after the date such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease person ceases to be the holder thereof and to have any right as a holder director or consultant of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by Claude or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effectis terminated; and (Ae) each EMV Out-of-the-Money Option issued and outstanding immediately prior Claude will file an election with the Canada Revenue Agency to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos public corporation for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as purposes of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareTax Act.

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms Fairmont Shares held by holders who have exercised rights of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued dissent with respect to such EMV Share; shares pursuant to and in the manner set forth in Section 190 of the CBCA (C“Dissent Rights”) each EMV DSU shall be which remain valid immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to before the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall Date will be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal been transferred to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall Purchaser and be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof outstanding and such holders will cease to have any rights as shareholders other than the right to be paid the fair value of their Fairmont Shares as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; andset out in Section 4.1; (Ab) each EMV Out-of-the-Money Option issued and all Fairmont Shares outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action held by or on behalf holders of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; Fairmont Shares other than (Bi) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share Fairmont Shares held by a Dissenting Shareholder in respect of which the EMV Shareholder holder who has validly exercised his, her or its Dissent Rights and is entitled to be paid the fair value of its Fairmont Shares (as determined in accordance with Section 4.1), and (ii) Fairmont Shares held by Kingdom, shall be deemed transferred by the holder to be transferred and assigned by such Dissenting Shareholder to Xos Purchaser (free and clear of all liensany Liens), charges for US$45.00 per Fairmont Share; (c) with respect to each Fairmont Share transferred to Purchaser pursuant to Section 3.1(a) and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and 3.1(b): (i) the holder thereof of each such Fairmont Share shall cease to be the holder of such EMV Fairmont Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the such holder's name of such registered holder shall be removed from the register of EMV Shareholders Fairmont Shares with respect to such Fairmont Shares as of the Effective Time; and (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos Purchaser shall be deemed to be the transferee of such EMV Shares Fairmont Share (free and clear of all liens, charges any Liens) and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or Fairmont Shares as the holder thereof as at the Effective Time; (d) all of the Fairmont Options granted and outstanding immediately prior to the Effective Time shall, without any further action on behalf of EMV as the holders any holder of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i)Fairmont Options, 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholderholders thereof to Fairmont without any act or formality on its or their part in exchange for a cash amount equal to the excess, free and clear if any, of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) the product of the number of Fairmont Shares underlying Fairmont Options held by such EMV Shareholder holder and US$45.00 over (ii) the aggregate exercise price payable under such Fairmont Options by the holder to acquire the Fairmont Shares underlying such Fairmont Options; (e) with respect to each Fairmont Option, the holder of such Fairmont Option shall cease to be the holder of such Fairmont Option and such holder’s name shall be removed from the registers of Fairmont Options with respect to such Fairmont Options as the holder thereof as at the Effective Time; (f) the Fairmont Stock Option Plans shall be cancelled; (g) all outstanding Fairmont Shares held by Kingdom shall be transferred EMV Share and to have any right as a by the holder thereof, other than directly or indirectly, to Purchaser (free and clear of any Liens); (h) with respect to each Fairmont Share transferred to Purchaser pursuant to Section 3.1(g): (i) the right holder of each such Fairmont Share shall cease to be issued the Consideration by Xos in accordance holder of such Fairmont Share and such holder's name shall be removed from the register of Fairmont Shares with this Plan respect to such Fairmont Shares as of Arrangementthe Effective Time; and (ii) Purchaser shall be deemed to be the transferee of such EMV ShareholderFairmont Share (free and clear of any Liens) and shall be entered in the register of Fairmont Shares as the holder thereof as at the Effective Time; (i) the Shareholder Rights Plan shall be cancelled; (j) notwithstanding the terms of the DSU Plan, all DSUs shall be cancelled and terminated by Fairmont and each holder thereof shall be entitled to receive from Fairmont, in exchange therefor, US$45.00 per DSU; (k) with respect to each DSU, the holder of such DSU shall cease to be the holder of such DSU and such holder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of DSUs with respect to such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV DSUs as the holder of such EMV Sharethereof as at the Effective Time; and (l) the DSU Plan shall be cancelled.

Arrangement. The 3.1 On the Effective Date, the following transactions shall occur and shall be deemed to occur and be completed in the following chronological order on the Effective Date without any further act or formality, notwithstanding anything contained in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):provisions attaching to any of the Parties, but subject to the provisions of Article 6: (a) notwithstanding subject to the terms obtaining the required approvals, Plant&Co will transfer the Assets to Spinco in consideration for the number equal to the number of VEGN Shares as of the EMV Incentive Plan, at Share Distribution Record Date of the Effective TimeSpinco Shares multiplied by the Conversion Factor (collectively the “Distributed Spinco Shares”). The central securities register of Spinco shall be amended accordingly. (b) The authorized share capital of Plant&Co will be altered by: (i) changing the identifying name of the VEGN Shares to Class A common shares without par value, being the “VEGN Class A Common Shares”; (Aii) each EMV DSU creating a class consisting of an unlimited number of 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 the Plan of Arrangement, being the VEGN Class A Preferred Shares. (c) Each issued VEGN Class A Common Share will be exchanged for one New VEGN Share and one VEGN Class A Preferred Share and, subject to the exercise of a right of dissent, the holders of the VEGN Class A Common Shares will be removed from the central securities register of Plant&Co and will be added to the central securities register as the holders of the number of New VEGN Shares and VEGN Class A Preferred Shares that they have received on the exchange. (d) All of the issued VEGN Class A Common Shares will be cancelled with the appropriate entries being made in the central securities register of Plant&Co and the aggregate paid up capital (as that term is outstanding used for purposes of the Tax Act) of the VEGN Class A Common Shares immediately prior to the Effective TimeDate 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 equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, whether vested or unvestedand each VEGN Class A Preferred Share so issued will be issued by Plant&Co at an issue price equal to the aggregate fair market value of the Distributed Spinco Shares as of the Effective Date, shall unconditionally and immediately vest and shall divided by the number of issued VEGN Class A Preferred Shares, such aggregate fair market value of the Distributed Spinco Shares to be settled determined as at the Effective Date by EMV in exchange resolution of the board of directors of Plant&Co. Plant&Co will redeem the issued VEGN Class A Preferred Shares for one EMV Shareconsideration consisting solely of the Distributed Spinco Shares such that each holder of VEGN Class A Preferred Shares will, subject to applicable withholdings; 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. (Be) 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 an EMV DSU shall be entered in VEGN Class A Preferred Shares will, subject to the register rounding of EMV Shareholders maintained 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 or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of multiplied by the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; Conversion Factor. (Cf) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the The name of each holder of each EMV DSU shall VEGN Class A Preferred Shares will be removed as such from the central securities register of EMV DSUs maintained by or on behalf of EMV Plant&Co, and all agreements relating to EMV DSUs shall of the issued VEGN Class A Preferred Shares will be terminated and shall be cancelled with the appropriate entries being made in the central securities register of no further force and effect;Plant&Co. (Ag) each EMV PSU that is outstanding immediately prior The Distributed Spinco Shares transferred to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall holders of the VEGN Class A Preferred Shares pursuant to § 3.1 (e) above will be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered registered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder names of the EMV Share issued therefor former holders of VEGN Class A Preferred Shares and such EMV Share shall appropriate entries will be deemed to be issued to such holder of the EMV PSU as a fully paid share made in the capital central securities registers of EMVSpinco. (h) The VEGN Class A Common Shares and the VEGN Class A Preferred Shares, provided that no certificate none of which will be allotted or book-entry statement shall issued once the steps referred to in §3.1 (e) and §3.1 (g) and above are completed, will be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder authorized share structure of such EMV PSU 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 cease be distributed to be the holder thereof and to have any right VEGN Shareholders, as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and result all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and fractional share amounts arising under such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient sections shall be rounded down to the nearest whole number. Any Distributed Spinco Shares not distributed as a result of this rounding down shall be dealt with as determined by the Board of Plant&Co in its absolute discretion. 3.3 The 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 applicable withholdings; (BArticle 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 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) each holder of an EMV In-the-Money Option that receives one or more EMV 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 Section 3.01(a)(iv) shall be entered in the register Plan of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share Arrangement shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option validly issued and outstanding immediately prior to 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 Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option Date. 3.7 Notwithstanding that the transactions and events set out in §3.1 shall cease to be the holder thereof occur and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to occur in the chronological order therein set out without any act or formality, each of the Parties shall be transferred required to make, do and assigned by such Dissenting Shareholder to Xos (free execute or cause and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall 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 holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as transactions or events set out in Article 4 §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 name shareholders of such registered holder shall be removed from Plant&Co receiving 10,000,000 Spinco Shares on a pro- rata basis subject to rounding down of fractional shares and subject to the register of EMV Shareholders as exercise of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee right of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Sharedissent.

Arrangement. The At the Effective Time, except as otherwise provided herein, the following transactions shall occur and shall be deemed to occur and be completed sequentially, in the following order on the Effective Date order, without any further act or formalityformality required on the part of any Person, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (Aa) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV CNM Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV a Dissenting Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be directly transferred and assigned by such Dissenting Shareholder Shareholder, without any further act or formality on its part, to Xos GCC (free and clear of all liens, charges and encumbrances of any nature whatsoeverLiens) in accordance with Section 4.01 Article 4 hereof; (b) each CNM Share (other than any CNM Shares in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights) shall be deemed to be transferred and assigned to GCC (free and clear of any Liens) in consideration for a debt claim against Xos exchange for the amount determined under Consideration, subject to Article 4 hereof; (c) with respect to each CNM Share transferred and assigned in accordance with Subsection 3.1(a) or 3.1(b) hereof: (i) the registered holder thereof shall cease to be the registered holder of such EMV CNM Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the central securities register of EMV CNM Shareholders as of the Effective Time; ; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iiiCNM Share in accordance with Subsection 3.1(a) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liensor 3.1(b) hereof, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Sharesapplicable; and (ciii) GCC will be the holder of all of the outstanding CNM Shares and the central securities register of CNM Shareholders shall be revised accordingly; (d) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting CNM Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to will be the holder of the transferred EMV Share aggregate number of GCC Shares issued to such CNM Shareholder pursuant to Subsection 3.1(c) hereof and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the central securities register of EMV Shareholders maintained by or on behalf GCC will be revised accordingly; (e) each holder of EMV; a CNM Option shall receive (iiiand such holder shall accept) Xos shall be upon the transferee valid exercise of such EMV Shareholder's CNM Option, free in lieu of each CNM Share to which such holder was theretofore entitled upon such exercise and clear of all liensfor the same aggregate consideration payable therefor, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.0.40

Arrangement. The At the Effective Time, except as otherwise noted herein, the following transactions shall occur and shall be deemed to occur and be completed sequentially, in the following order on the Effective Date order, without any further act or formalityformality required on the part of any person, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):Time: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV ProMed Share shall be deemed to be issued transferred to such holder FCR (free and clear of any Liens, charges and encumbrances of any nature whatsoever) and FCR shall be deemed to have acquired all of GAA’s rights and interest in and to the ProMed Debt, in consideration for the issuance of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect Consideration Shares to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effectGAA; (Ab) simultaneously: (i) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested GAA Share (other than those already owned by Gazit Maple or unvested, shall unconditionally and immediately vest and shall be settled any GAA Shares held by EMV in exchange for one EMV Share, subject to applicable withholdings; (Ba Dissenting Shareholder) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued transferred to such holder Gazit Maple (free and clear of the EMV PSU as a fully paid share any Liens, charges and encumbrances of any nature whatsoever) in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled exchange for an Acquisition Promissory Note and the holder of such EMV PSU shall cease Cash Consideration, subject to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effectArticle 4 hereof; (iii) (Aii) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV GAA Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV GAA Shareholder has validly exercised his, her or its Dissent Rights Right shall be deemed to be directly transferred and assigned by such Dissenting Shareholder to Xos Gazit Maple (free and clear of all liensany Liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 hereof; (c) with respect to each GAA Share transferred and assigned in accordance with Subsection 3.1(b) hereof and subject, where applicable, to Article 4 hereof: (i) the registered holder thereof shall cease to be the registered holder of such EMV GAA Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV GAA Shareholders as of the Effective Share Transfer Time; ; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV ShareGAA Share in accordance with Subsection 3.1(b) hereof; and (iii) Xos Gazit Maple will be the holder of all of the outstanding GAA Shares and the register of GAA Shareholders shall be revised accordingly; (d) each GAA Option that remains unvested immediately prior to the Effective Time shall be deemed to be vested and exercisable in full immediately prior to the transferee of such EMV Shares Effective Time, and each GAA Option outstanding immediately prior to the Effective Time shall be deemed to be transferred to GAA (free and clear of all liensany Liens, charges and encumbrances of any nature whatsoever); ) and cancelled in exchange for a cash payment equal to the GAA Option Consideration for each GAA Share subject to such GAA Option; (ive) Xos each GAA DSU outstanding immediately prior to the Effective Time shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant deemed to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, to GAA (free and clear of all liensany Liens, charges and encumbrances of any nature whatsoever) and redeemed in exchange for a cash payment equal to the GAA DSU Consideration; (f) with respect to the GAA Warrants, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration andsimultaneously: (i) such EMV Shareholder each 2010 Warrant outstanding immediately prior to the Effective Time (other than 2010 Warrants owned by Gazit Maple) shall cease be deemed to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; GAA (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liensany Liens, charges and encumbrances of any nature whatsoever) and cancelled in exchange for a cash payment equal to the 2010 Warrant Consideration for each GAA Share subject to such 0000 Xxxxxxx; and and (ivii) Xos each 0000 Xxxxxxx outstanding immediately prior to the Effective Time (other than 2011 Warrants owned by Gazit Maple) shall be entered deemed to be transferred to GAA (free and clear of any Liens, charges and encumbrances of any nature whatsoever) and cancelled in exchange for a cash payment equal to the register of EMV Shareholders maintained by 2011 Warrant Consideration for each GAA Share subject to such 0000 Xxxxxxx; (g) with respect to each GAA Warrant, GAA Option or on behalf of GAA DSU transferred and assigned in accordance with Subsection 3.1(d), Subsection 3.1(e) or Subsection 3.1(f) hereof: (i) the EMV as registered holder thereof shall cease to be the registered holder of such EMV Share.GAA Warrant, GAA Option or GAA DSU, as the case may be, and the name of such registered holder shall be removed from the respective registers of GAA Warrantholders, Optionholders and DSU holders as of the time the transfer under Subsection 3.1(d), Subsection 3.1(e) or Subsection 3.1(f) hereof, as the case may be, is completed; and (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such GAA Warrant, GAA Option or GAA DSU, as the case may be, in accordance with Subsection 3.1(d), Subsection 3.1(e) or Subsection 3.1(f) hereof, as applicable; (h) the GAA Stock Option Plan, GAA DSU Plan and GAA RSU Plan shall each be terminated and none of GAA, Gazit Maple or any of their respective affiliates or successors shall have any liability in respect thereof; (i) the stated capital account maintained by GAA in respect of the GAA Shares shall be reduced to $1.00; (j) GAA and Gazit Maple shall be amalgamated and continued as one corporation under the OBCA to form Gazit Amalco in accordance with the following:

Arrangement. The At the Effective Time the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence as set out below without any further authorization, act or formality, in each case effective as at five one minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, 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 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; (Ab) all of the issued and outstanding Sulliden RSUs shall be deemed to have vested, and the amount necessary to satisfy the obligations of Sulliden shall allot and issue tounder each EMV DSU that is holder of the outstanding immediately prior Sulliden RSUs such number of Sulliden Shares as are due to such holder under the terms of the Sulliden RSU Plan (less any(being for each such Sulliden RSU an amount equal to the Market Value of one Sulliden Share 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, whether vested 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 unvestedany 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 unconditionally be deemed to have vested, and immediately vest the resignation of each holder of Sulliden DSUs of his or her position with Sulliden and the appointment of their successors shall be effective, and the amount necessary to satisfy the obligations of Sulliden shall allot and issue tounder each holder of the outstanding Sulliden DSUs (being for each such number of Sulliden Shares as are due to settle the amount due to such holder under the terms of the Sulliden DSU Plan (less anySulliden DSU an amount equal to the Market Value of one Sulliden Share at the Effective Time) shall be settled by EMV in exchange for one EMV Share, subject (a) the issuance by Rio Alto of 0.525 of a fully paid and non- assessable Rio Alto Share to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of such DSU and (b) a cash payment to the EMV holder of such DSU equal to the difference between the Market Value of a Sulliden Share issued therefor and the Market Value of 0.525 of a Rio Alto Share at the Effective Time, if any, (50% of such EMV Share 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 issued to such holder of the EMV DSU amended accordingly, and each certificate representing Sulliden Shares shall, as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effecttime such redesignation is effective, represent Class B Shares; (Ae) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall authorized share capital of Sulliden will be settled amended by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder the creation of an EMV PSU shall be entered in unlimited number of Class A Shares, and the register articles of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share Sulliden shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effectamended accordingly; (iiif) the SpinCo Option Plan will come into force; (Ag) each EMV RSU 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 is outstanding 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 Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (Bforegoing issuance) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV SpinCo Shares as that is equal to 0.0147 multiplied by the quotient obtained by dividing (1) the aggregate number of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option Sulliden Shares that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option are issued and outstanding immediately prior to the Effective Time whether vested or unvested shalland after giving effect to the issuances in section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, without any further action all in accordance with the terms of the SpinCo Conveyance Agreement, and Sulliden shall be entered into the register of SpinCo Shares maintained by or on behalf of SpinCo; (h) Rio Alto will lend (the "Loan") to Sulliden an amount of cash equal to the Loan Amount by way of a non-interest bearing demand promissory note. If Rio Alto has so elected in accordance with Section 2.10(b) of the Arrangement Agreement, Sulliden will subscribe and pay for and Rio Alto shall issue to Sulliden that number of fully-paid and non- assessable Rio Alto Shares (the "Rio Alto Funding Shares") equal to $10,000,000 at the Rio Alto Share Price; (i) Sulliden will subscribe for and SpinCo shall issue to Sulliden that number of additional fully-paid and non-assessable SpinCo Shares that is equal to 0.0853 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time and after giving effect to the issuances in Section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, in consideration for payment from Sulliden to SpinCo (the "Sulliden Cash Transfer") of (i) cash subscription proceeds equal to $25,000,000 using funds from the Loan or (ii) $15,000,000 in cash using funds from the Loan and the transfer to SpinCo of all of the Rio Alto Funding Shares, in both instances subject to any applicable deduction to the cash amount in accordance with Section 2.3 (b) and (c); (j) Each Sulliden Option will be exchanged for a Sulliden Class A Option and one-tenth (0.1) of a SpinCo Option (and when aggregated with the other similar SpinCo Options of a holder of such EMV Outoptions resulting in a fraction, they shall be rounded down to the nearest whole number of SpinCo Options). The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Sulliden Class A Option or a SpinCo Option, will be the same as the Sulliden Option for which it is exchanged and any document evidencing a Sulliden Option shall thereafter evidence and be deemed to evidence such Sulliden Class A Option or SpinCo Option, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Sulliden Class A Option or a SpinCo Option, as the case may be, will be increased such that the aggregate of the In-of-theThe-Money OptionAmount 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, immediately and which reorganization shall occur in the following order: (i) each outstanding Class B Share will be cancelled without any payment therefor; exchanged with Sulliden free and clear of all Liens for one (B1) any holder 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 EMV Out-of-the-Money Option Class B Shares shall cease to be the holder holders thereof and to have any right rights or privileges as a holder holders of an EMV Out-of-the-Money Option; and such Class B Shares; (CB) the name of each holder of each EMV Out-of-the-Money Option such holders' names shall be removed from the register of EMV Options the Class B Shares maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect;Sulliden; and (bC) each EMV Share held by a Dissenting Sulliden Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee holder of such EMV the Class A Shares and SpinCo Shares (in each case, free and clear of all liens, charges any Liens) exchanged for the Class B Shares and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Sulliden or SpinCo, as the case may be, as the registered holder thereof; (ii) the stated capital of Sulliden for the outstanding Class A Shares will be an amount equal to the paid-up capital of Sulliden in respect of the Class B Shares, less the paid-up capital of Sulliden that is attributable to each Sulliden Share held by Dissenting Shareholders maintained and described in paragraph 2.3(a) hereof, and less the Fair Market Valuefair market value of the SpinCo Shares distributed on such exchange; (l) each outstanding Class A Share (other than Class A Shares held by Rio Alto or any affiliate thereof) will, without further act or formality by or on behalf of EMV as the holders a holder of any such EMV Class A Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) be irrevocably assigned and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, holder thereof to Rio Alto (free and clear of all liensLiens) in exchange for 0.525 of a Rio Alto Share for each Class A Share held, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) the holders of such EMV Shareholder Class A Shares shall cease to be the holder of the transferred EMV Share holders thereof and to have any right rights as a holder thereof, holders of such Class A Shares other than the right to be issued the Consideration by Xos receive 0.525 of a Rio Alto Share per Class A Share in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.;

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding each Redback Elected Share will be transferred by the terms of the EMV Incentive Planholder thereof, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior without any act or formality on his part, to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV Exchangeco in exchange for one EMV Share, subject to applicable withholdings; (B) each holder that number of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in and non-assessable Redback Common Shares equal to the capital of EMVExchange Ratio, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each such holder of each EMV DSU shall will be removed from the register of EMV DSUs maintained by or on behalf holders of EMV Abatis Shares and all agreements relating added to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf holders of EMV Redback Common Shares, and Exchangeco will be recorded as the registered holder of the EMV Share issued therefor such Abatis Shares so exchanged and such EMV Share shall will be deemed to be issued the legal and beneficial owner thereof; (b) each Exchangeable Elected Share will be transferred by the holder thereof, without any act or formality on his part, to such holder Exchangeco in exchange for that number of the EMV PSU as a fully paid share in and non-assessable Exchangeable Shares equal to the capital of EMVExchange Ratio, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each such holder of each EMV PSU shall will be removed from the register of EMV PSUs maintained by or on behalf holders of EMV Abatis Shares and all agreements relating added to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf holders of EMV Exchangeable Shares, and Exchangeco will be recorded as the registered holder of the EMV Share issued therefor such Abatis Shares so exchanged and such EMV Share shall will be deemed to be issued the legal and beneficial owner thereof; (c) each Abatis Share in respect of which no election has been made by the holder thereof, or in respect of which an effective election has not been made (other than Abatis Shares held by Dissenting Shareholders who are ultimately entitled to such holder be paid the fair value of the EMV RSU as Abatis Shares held by them) will be deemed to be a Redback Elected Share and will be transferred by the holder thereof, without any act or formality on his part, to Exchangeco in exchange for that number of fully paid share in and non-assessable Redback Common Shares equal to the capital of EMVExchange Ratio, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each such holder of each EMV RSU shall will be removed from the register of EMV RSUs maintained by or on behalf holders of EMV Abatis Shares and all agreements relating added to EMV RSUs shall the register of holders of Redback Common Shares, and Exchangeco will be terminated recorded as the registered holder of such Abatis Shares so exchanged and shall will be of no further force deemed to be the legal and effectbeneficial owner thereof; (iv) (Ad) each EMV In-the-Money Abatis Option that is outstanding shall, without any act or formality, be exchanged by the holder thereof for an option (a "REPLACEMENT OPTION") to purchase a number of Redback Common Shares equal to the product of the Exchange Ratio multiplied by the number of Class A Voting Common Shares of Abatis subject to such Abatis Option. Such Replacement Option shall provide for an exercise price per Redback Common Share equal to the United States Dollar Equivalent of the exercise price per share of such Abatis Option immediately prior to the Effective TimeTime divided by the Exchange Ratio and rounded up to the nearest whole cent. If the foregoing calculation results in a Replacement Option being exercisable for a fraction of a Redback Common Share, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of then the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Redback Common Shares as is equal subject to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient Replacement Option shall be rounded down to the nearest next whole numbernumber of Redback Common Shares. The term to expiry, subject conditions to applicable withholdings; (B) and manner of exercise, vesting schedule and other terms and conditions of each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) the Replacement Options shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV same as the holder terms and conditions of the EMV Share issued therefor Abatis Option for which it is exchanged, except that the vesting provisions applicable thereto shall be as set out in Appendix 3 hereto, and such EMV Share any document or agreement previously evidencing an Abatis Option shall be deemed to be an agreement between Redback and the holder thereof evidencing such Replacement Option; (e) each of the Persons entitled to receive Redback Common Shares and Exchangeable Shares to be issued pursuant to this Plan of Arrangement, (i) will be deemed to have irrevocably appointed and authorized the Shareholders' Agent, as the agent of such Person, to enter into and act under the Escrow Agreement on his behalf in the manner contemplated in the Escrow Agreement, (ii) will be deemed to have irrevocably authorized and directed Redback and Exchangeco, and their respective representatives and agents, to deposit, or cause to be deposited, in escrow with the Escrow Agent, 10% of the Redback Common Shares and 10% of the Exchangeable Shares to be issued to such holder Person at the Effective Time under this Plan of Arrangement (collectively, the "DEPOSITED SECURITIES"), (iii) will be deemed to have irrevocably authorized the Escrow Agent to hold and deal with such Person's Deposited Securities in accordance with the terms of the EMV In-the-Money Options as a fully paid share Escrow Agreement, and (iv) will be bound by the provisions of the Escrow Agreement in the capital respect of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder all of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effectPerson's Deposited Securities; and (Af) each EMV Out-of-the-Money Option issued and outstanding immediately prior of the Persons entitled to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease receive Exchangeable Shares to be the holder thereof and issued pursuant to have any right as a holder this Plan of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall Arrangement will be deemed to have executed irrevocably appointed and delivered all consentsauthorized the Shareholders' Agent, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be as the transferee agent of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoeverPerson, to Xos execute and in consideration for such transfer, such EMV Shareholder shall be issued deliver the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareRegistration Rights Agreement.

Arrangement. The 3.1 On the Effective Date, subject to the provisions of Article 5 hereof, the following transactions shall will occur and shall will be deemed to occur and be completed in the following order on sequence without any further authorization, act or formality: (a) each issued Cangold Share outstanding immediately prior to the Effective Date Time held by a Cangold Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality, to Great Panther, free and clear of any liens, claims and encumbrances in each case effective as at five minute intervals starting at consideration for the Effective Time (unless stated otherwise): (a) notwithstanding right to receive the terms of consideration in the EMV Incentive Planamount and payable in accordance with Article 6, at the Effective Timeand: (i) (A) each EMV DSU that is outstanding immediately prior such Cangold Shareholder will cease to be the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each registered holder of an EMV DSU shall such Dissenting Shares and will cease to have any rights as registered holders of such Cangold Shares other than the right to be entered paid fair value for such Dissenting Shares as set out in Section 6.2(a); (ii) such Cangold Shareholder’s name will be removed as the register registered holder of EMV Shareholders such Dissenting Shares from the registers of Cangold Shares maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall Cangold; and (iii) Great Panther will be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder transferee of such EMV DSU shall cease to be the holder thereof Dissenting Shares, free and to have clear of any right as a holder of an EMV DSU; liens, claims and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effectencumbrances; and (Ab) immediately thereafter, each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; Cangold Share (Bother than (i) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Cangold Share held by a Dissenting Shareholder in respect of which the EMV a registered Cangold Shareholder has validly exercised his, her or its Dissent Rights shall Right and (ii) Cangold Shares held by Great Panther) will be deemed to be have been transferred to, and assigned acquired by such Dissenting Shareholder to Xos (free and clear Great Panther, without any act or formality on the part of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Cangold Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV ShareholderGreat Panther, free and clear of all liens, charges claims and encumbrances of any nature whatsoeverencumbrances, to Xos and in consideration exchange for such transfernumber of Great Panther Shares equal to the Exchange Ratio, provided that the aggregate number of Great Panther Shares payable to any Cangold Shareholder, if calculated to include a fraction of a Great Panther Share, will be rounded down to the nearest whole Great Panther Share, with no consideration being paid for the fractional share, and the name of each such EMV Cangold Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall will be removed from the register of EMV Shareholders maintained by or on behalf holders of EMV; (iii) Xos shall be the transferee of such EMV Share, free Cangold Shares and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in added to the register of EMV Shareholders maintained by or on behalf holders of the EMV Great Panther Shares, and Great Panther will be recorded as the registered holder of such EMV ShareCangold Shares so exchanged and will be deemed to be the legal and beneficial owner thereof.

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is Carta Option outstanding immediately prior to the Effective Time, Time (whether vested or unvested), shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in notwithstanding the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder terms of such EMV DSU shall cease to be Carta Option or the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective TimeCarta Stock Option Plan, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Optionshall, without any further action by or on behalf of the holder holders of such EMV OptionCarta Options, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued assigned and transferred by such holders to Carta in exchange for a cash payment of $0.00001 from Carta, and each such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Carta Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effectcancelled; (b) concurrently with the preceding step, with respect to each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and Carta Option: (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; andCarta Option; (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholderholder’s name shall be removed from the register of EMV Shareholders maintained 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 Carta Shareholder or a holder of Carta Notes, that is an Eligible Transferor shall, without any further action by or on behalf of EMV; 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 applicable Carta Shareholder, one Class A LP Unit; (ii) for each Series B Preferred Share, the Carta Limited Partnership shall issue to the applicable Carta Shareholder, one Class B LP Unit; (iii) Xos shall be the transferee of such EMV for each Series C Preferred Share, free and clear of all liensthe Carta Limited Partnership shall issue to the applicable Carta Shareholder, charges and encumbrances of any nature whatsoever; and one Class C LP Unit; (iv) Xos 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 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; (d) concurrently with the preceding step, each Former Carta Shareholder and each Former Carta Noteholder that was an Eligible Transferor whose Carta Shares or Carta Notes were assigned and transferred in accordance with Section 2.3(c) 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 Limited Partnership Agreement, and each Former Carta Shareholder and Former Carta Noteholder that is an Eligible Transferor shall be entered 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 register ITA in connection with the dissolution of EMV Shareholders maintained the Carta Limited Partnership; (e) three hours and fifteen minutes after the preceding step, 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 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 EMV as Carta Limited Partnership, be deemed to be transferred and assigned by the holder of Carta Limited Partnership to Mogo in exchange for the Mogo Share Consideration being issued by Mogo to the Carta Limited Partnership, and (B) each Former Carta Shareholder and Former Carta Noteholder 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(b); and (h) the exchanges and cancellations provided for in this Section 2.3will be deemed to occur at the times set out in this Section 2.3, notwithstanding certain procedures related thereto may not be completed until after such EMV Sharetimes.

Arrangement. The following transactions Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence or as otherwise provided below or herein, without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding Each Chemesis Common Share in respect of which a Chemesis Shareholder has exercised Dissent Rights and for which the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that Chemesis Shareholder is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed ultimately entitled to be issued to such holder of the EMV DSU as paid fair value (each a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV “Dissent Share; (C”) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected been repurchased by Chemesis for cancellation in consideration for a debt-claim against Chemesis to assign 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 each such EMV In-the-Money Option, without any further action by or on behalf all of the holder issued and outstanding common shares of such EMV Option, La Finca to EMV for cancellation SpinCo in exchange for such number of EMV Spinco Common Shares as is equal to the quotient obtained by dividing (1) the aggregate number of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Chemesis Common Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and. (c) each EMV Share (Notwithstanding the terms of the Chemesis Plan, including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration andagreement made thereunder: (i) such EMV Shareholder shall cease each Chemesis Option (whether vested or not) exercisable for a Chemesis Common Share that is outstanding as at the Effective Date which has not been duly exercised or cancelled will be and will be deemed to be exchanged for: (A) one fully-vested Replacement Chemesis Option to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the holder Chemesis Option. Each Replacement Chemesis Option will be governed by the terms of the transferred EMV Chemesis Plan and will have: (1) an exercise price per Chemesis Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Chemesis Option so exchanged immediately before the Effective Time; and (2) the same expiry date as the expiry date of the Chemesis Option for which such Replacement Chemesis Option was exchanged; and (B) one fully-vested Spinco Option. Each Spinco Option will be exercisable to have any right 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 a holder thereofthe expiry date of the Chemesis Option for which such Spinco Option was exchanged, other than provided that the right exercise prices of each Replacement Chemesis Option and each Spinco Option issued pursuant to the step above shall be and be deemed to be issued automatically adjusted such that the Consideration by Xos in accordance 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 this Plan the intention that subsection 7(1.4) of Arrangementthe Tax Act will apply to each exchange; and (ii) each Chemesis RS that is outstanding as at the Effective Date which has not vested or been cancelled will be deemed to be vested and, subject to applicable withholdings and other source deductions, all such EMV Shareholder’s name shall Chemesis RSs will be removed from and will be deemed to be redeemed by the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be respective holders in exchange for the transferee issuance to each such holder of such EMV Share, free number of Chemesis Common Shares and clear of all liens, charges and encumbrances 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 nature whatsoevercertificates representing the Chemesis Warrants, including any agreement made thereunder: (i) each Chemesis Warrant (whether vested or not) exercisable for an Chemesis Common Share that is outstanding as at the Effective Date which has not been duly exercised or cancelled will be and will be deemed to be exchanged for: (A) one fully-vested Replacement Chemesis Warrant to purchase from Chemesis one Chemesis Common Share for every Chemesis Common Share that could be purchased under the Chemesis Warrant. Each Replacement Chemesis Warrant will have: (1) an exercise price per Chemesis Common Share (rounded up to the nearest whole cent) equal to the exercise price of each Chemesis Warrant so exchanged immediately before the Effective Time; and (iv2) Xos the same expiry date as the expiry date of the Chemesis Warrant for which such Replacement Chemesis Warrant was exchanged; and (B) one fully-vested Spinco Warrant to purchase from Spinco one Spinco Common Share for every Chemesis Common Share that could be purchased under the Chemesis Warrant. Each Spinco Warrant will have: (1) an exercise price per Spinco Common Share (rounded up to the nearest whole cent) equal to the exercise price of each such Chemesis Warrant so exchanged immediately before the Effective Time; and (2) the same expiry date as the expiry date of the Chemesis Warrant for which such Spinco Warrant was exchanged, provided that the exercise prices of each Replacement Chemesis Warrant and each Spinco Warrant issued pursuant to the step above shall be entered in and be deemed to be automatically adjusted such that the register of EMV Shareholders maintained by or on behalf aggregate In-the-Money Amounts thereof immediately after the steps above does not exceed the In the Money Amount of the EMV 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 holder Effective Date, as a return of such EMV Sharestated capital and reduction of paid-up capital for purposes of the Tax Act.

Arrangement. The At the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms The authorized share of capital of the EMV Incentive PlanCorporation 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, at namely, an unlimited number of Class A Common Shares and an unlimited number of Exchangeable Shares, the Effective Time:rights, privileges, restrictions and conditions attaching to each of which classes shall be set out in Appendix A. (ib) All of the outstanding 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 (A) hereinafter "Dissenters"), shall be exchanged by the holders thereof for Exchangeable Shares, the number of which shall be in the case of each EMV DSU that is outstanding immediately prior holder, equal to the Effective Timeproduct obtained by multiplying 8,200,000 by a fraction, whether vested the numerator of which is the number of Turbotak Common Shares or unvestedClass 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 in subsection 2.1(b) above, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by exchanged Turbotak Common Shares or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU Turbotak Class B Shares shall cease to be the holder thereof and to such a holder, shall have any right as a holder of an EMV DSU; and (D) the his name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf holders of EMV Turbotak Common Shares and all agreements relating Class B Shares and shall become a holder of the number of fully paid Exchangeable Shares to EMV DSUs which he is entitled as a result of such exchange and such holder's name shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior added to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf holders of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect;Exchangeable Shares accordingly. (iiid) (AThe Corporation shall add to its stated capital account in respect of Exchangeable Shares issued pursuant to subsection 2.1(b) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is amount equal to the quotient obtained by dividing (1aggregate 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 EMV Inpaid-the-Money Amount up capital, for all EMV In-the-Money Options held by such holder by purposes of the Income Tax Act (2) Canada), of the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Turbotak Common Shares and Turbotak Class B Shares exchanged pursuant to this Section 3.01(a)(iv) shall be entered in subsection 2.1(b), all as determined by the register Board of EMV Shareholders maintained by or on behalf of EMV as the holder Directors of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareCorporation.

Arrangement. The At the Effective Time on the Effective Date, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality: (a) The authorized share capital of the Company shall be amended to authorize an unlimited number of Exchangeable Shares; as a result of such amendment the Company shall have three classes of authorized share capital, namely, 10,000,000 Common Shares, 200,000,000 preferred shares and an unlimited number of Exchangeable Shares; the special rights and restrictions attaching to the Exchangeable Shares shall be as set out in APPENDIX A. (b) All of the outstanding Target Shares, except Target 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 value for such shares (hereinafter, "Dissenters") shall, without any action on the part of such holders be deemed to be transferred to the Company in exchange for that number of Exchangeable Shares (to be delivered to the affected holder pursuant to section 4.1 hereof), or shares of Parent Common Stock (to be delivered to the affected holder of Target Shares pursuant to section 4.2 hereof), or a combination of the two, according to the election made pursuant to Section 2.2 hereof, equal to the product of such number of Target Shares (other than shares held by Dissenters) being exchanged and the Exchange Ratio. Each such former holder of Target Shares shall receive the whole number of Exchangeable Shares or shares of Parent Common Stock, or a combination of the two, according to the election made pursuant to Section 2.2 hereof, resulting from the exchange of such holder's Target Shares for the consideration set out in the foregoing sentence; provided however, that a number of Exchangeable Shares and shares of Parent Common Stock shall not be issued to such holders but deposited in escrow pursuant to Section 2.1(i) below. In lieu of fractional Exchangeable Shares or shares of Parent Common Stock, or a combination of the two, each holder of a Target Share who otherwise would be entitled to receive a fraction of an Exchangeable Share or of a share of Parent Common Stock, or a combination of the two, on the exchange shall be paid an amount determined as set forth in section 4.4 hereof. (c) Upon the exchange referred to in subsection 2.1(b) above, each holder of exchanged Target Shares shall cease to be such a holder, shall have their name removed from the register of holders of Target Shares and shall become a holder of the number of fully paid Exchangeable Shares or shares of Parent Common Stock, or a combination of the two, as the case effective may be, to which they are entitled as at five minute intervals starting a result of such exchange and such holder's name shall be added to the register of holders of Exchangeable Shares or shares of Parent Common Stock, or a combination of the two, accordingly. (d) The Company shall add to its stated capital account in respect of Exchangeable Shares issued pursuant to subsection 2.1(b) an amount equal to the aggregate fair market value of the Target Shares exchanged for Exchangeable Shares pursuant to subsection 2.1(b) and immediately thereafter such paid-up capital shall be reduced to an amount equal to the paid-up capital, for purposes of the Income Tax Act (Canada), of such Target Shares so exchanged all as determined by the Board of Directors of the Company. (e) Except for Target Options granted to holders who have exercised their rights of dissent in accordance with Section 3.1 hereof and who are ultimately entitled to be paid fair value for the Target Shares subject to such Target Options, each Target Option outstanding at the Effective Time (unless stated otherwise):and any related stock option plan) shall be assumed by Parent and be converted into an option (each, a "Replacement Option") to purchase a number of shares of Parent Common Stock determined by multiplying the number of Target Shares subject to such Target Option by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Option (aI) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid exercise price per share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate exercise price per share in effect at the Effective Time of the EMV In-the-Money Amount for all EMV In-the-Money Options held by Target Option of which such holder Replacement Option is a replacement, by (2) the EMV Share Closing VWAPExchange Ratio (and rounding the result up to the nearest whole cent), which quotient and (II) to have the same vesting, expiration and other terms as such Target Option, all in accordance with the terms of the stock option plan and stock option agreement governing such Target Option. In the event that a holder holds more than one Target Option, all of such Target Options, as well as the total number of Target Shares subject to all of such Target Options, shall be rounded aggregated for purposes of implementing the assumption and conversion provisions of this Section 2.1(e). (f) Except for Target Warrants granted to holders who have exercised their rights of dissent in accordance with Section 3.1 hereof and who are ultimately entitled to be paid fair value for the Target Shares subject to such Target Warrants, each Target Warrant outstanding at the Effective Time shall be assumed by Parent and be converted into a warrant (each, a "Replacement Warrant") to purchase a number of shares of Parent Common Stock determined by multiplying the number of Target Shares subject to such Target Warrant by the Exchange Ratio (and rounding the result down to the nearest whole numbershare), subject each such Replacement Warrant (I) to applicable withholdings; have an exercise price per share equal to quotient obtained by dividing (B1) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid exercise price per share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to effect at the Effective Time whether vested or unvested shallof the Target Warrant of which such Replacement Warrant is a replacement, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option(2) the Exchange Ratio (and rounding the result up to the nearest whole cent), immediately be cancelled without any payment therefor; and (BII) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right the same expiration and other terms as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and such Target Warrant, all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for the terms of the warrant instrument or warrant agreement governing such Target Warrant. In the event that a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder holds more than one Target Warrant, all of such EMV Share and Target Warrants, as well as the total number of Target Shares subject to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name all of such registered holder Target Warrants, shall be removed from aggregated for purposes of implementing the register assumption and conversion provisions of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoeverthis Section 2.1(f); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.

Arrangement. The 3.1 On the Effective Date, the following transactions shall occur and shall be deemed to occur and be completed in the following chronological order on the Effective Date without any further act or formality, notwithstanding anything contained in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):provisions attaching to any of the Parties, but subject to the provisions of Article 6: (a) notwithstanding subject to the terms obtaining the required approvals, MOBIO will transfer the Assets to Subco in consideration for the number equal to the number of MOBIO Shares as of the EMV Incentive Plan, at Record Date of Subco common shares less the Effective Timenumber of Subco common shares already issued to MOBIO (collectively the “Distributed Subco Shares”). The central securities register of Subco shall be amended accordingly. (b) The authorized share capital of MOBIO will be altered by: (i) changing the identifying name of the MOBIO Shares to Class A common shares without par value, being the “MOBIO Class A Common Shares”; (Aii) each EMV DSU creating a class consisting of an unlimited number of common shares without par value (the “New MOBIO 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 MOBIO Class A Preferred Shares. (c) Each issued MOBIO Class A Common Share will be exchanged for one New MOBIO Share and one MOBIO Class A Preferred Share and, subject to the exercise of a right of dissent, the holders of the MOBIO Class A Common Shares will be removed from the central securities register of MOBIO and will be added to the central securities register as the holders of the number of New MOBIO Shares and MOBIO Class A Preferred Shares that they have received on the exchange. (d) All of the issued MOBIO Class A Common Shares will be cancelled with the appropriate entries being made in the central securities register of MOBIO and the aggregate paid up capital (as that term is outstanding used for purposes of the Tax Act) of the MOBIO Class A Common Shares immediately prior to the Effective TimeDate will be allocated between the New MOBIO Shares and the MOBIO Class A Preferred Shares so that the aggregate paid up capital of the MOBIO Class A Preferred Shares is equal to the aggregate fair market value of the Distributed Subco Shares as of the Effective Date, whether vested or unvestedand each MOBIO Class A Preferred Share so issued will be issued by MOBIO at an issue price equal to the aggregate fair market value of the Distributed Subco Shares as of the Effective Date, shall unconditionally and immediately vest and shall divided by the number of issued MOBIO Class A Preferred Shares, such aggregate fair market value of the Distributed Subco Shares to be settled determined as at the Effective Date by EMV in exchange resolution of the board of directors of MOBIO. MOBIO will redeem the issued MOBIO Class A Preferred Shares for one EMV Shareconsideration consisting solely of the Distributed Subco Shares such that each holder of MOBIO Class A Preferred Shares will, subject to applicable withholdings; the rounding of fractions and the exercise of rights of dissent, receive that number of Subco Shares that is equal to the number of MOBIO Class A Preferred Shares held by such holder multiplied by the Conversion Factor. (Be) MOBIO will redeem the issued MOBIO Class A Preferred Shares for consideration consisting solely of the Distributed Subco Shares such that each holder of an EMV DSU shall be entered in MOBIO Class A Preferred Shares will, subject to the register rounding of EMV Shareholders maintained fractions and the exercise of rights of dissent, receive that number of Subco Shares that is equal to the number of MOBIO Class A Preferred Shares held by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of multiplied by the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; Conversion Factor; (Cf) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the The name of each holder of each EMV DSU shall MOBIO Class A Preferred Shares will be removed as such from the central securities register of EMV DSUs maintained by or on behalf of EMV MOBIO, and all agreements relating to EMV DSUs shall of the issued MOBIO Class A Preferred Shares will be terminated and shall be cancelled with the appropriate entries being made in the central securities register of no further force and effect;MOBIO. (Ag) each EMV PSU that is outstanding immediately prior The Distributed Subco Shares transferred to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall holders of the MOBIO Class A Preferred Shares pursuant to step §(e) above will be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered registered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder names of the EMV Share issued therefor former holders of MOBIO Class A Preferred Shares and such EMV Share shall appropriate entries will be deemed to be issued to such holder of the EMV PSU as a fully paid share made in the capital central securities registers of EMVSubco. (h) The MOBIO Class A Common Shares and the MOBIO Class A Preferred Shares, provided that no certificate none of which will be allotted or book-entry statement shall issued once the steps referred to in steps §(e) above are completed, will be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder authorized share structure of such EMV PSU MOBIO will be changed by eliminating the MOBIO Class A Common Shares and the MOBIO Class A Preferred Shares therefrom. (i) The Notice of Articles of MOBIO 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 Subco Shares shall cease be distributed to be the holder thereof and to have any right MOBIO Shareholders, as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and result all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and fractional share amounts arising under such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient 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 MOBIO in its absolute discretion. 3.3 The holders of the MOBIO Class A Common Shares and the holders of New MOBIO Shares and MOBIO Class A Preferred Shares referred to in §3.1(c), and the holders of the MOBIO 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 MOBIO Shareholders at the close of business on the Share Distribution Record Date, subject to applicable withholdings; (BArticle 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 deemed to occur, the time on the Effective Date for the redemption of the MOBIO Class A Preferred Shares set out in §3.1(e) each holder of an EMV In-the-Money Option that receives one or more EMV shall occur and shall be deemed to on the Effective Date. 3.5 All New MOBIO Shares, MOBIO Class A Preferred Shares and Subco Shares issued pursuant to this Section 3.01(a)(iv) shall be entered in the register Plan of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share Arrangement shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option validly issued and outstanding immediately prior to 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 MOBIO Shareholders and Subco Shareholders and the Parties on the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option Date. 3.7 Notwithstanding that the transactions and events set out in §3.1 shall cease to be the holder thereof occur and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to occur in the chronological order therein set out without any act or formality, each of the Parties shall be transferred required to make, do and assigned by such Dissenting Shareholder to Xos (free execute or cause and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall 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 holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as transactions or events set out in Article 4 §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 the name of such registered holder shall be removed any receipt therefore, and any necessary additions to or deletions from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareshare registers.

Arrangement. 3.1 The following transactions shall occur and shall Arrangement involves a number of steps, including the following, which will be deemed to occur and be completed sequentially in the following order on the Effective Date set out below without any further act or formality, in each case effective except as at five minute intervals starting at the Effective Time (unless stated otherwise):otherwise expressly provided: Transfer of Benachee Assets (a) notwithstanding Benachee shall sell, transfer, assign and convey to NewCo, on an "as is where is" basis and without recourse to Benachee whatsoever, the terms of Divested Assets for a purchase price equal to their fair market value, which is agreed to be $31,060,759 and as consideration for the EMV Incentive PlanDivested Assets, at NewCo shall assume the Effective Time:Assumed Obligations and, in connection therewith, (i) (A) each EMV DSU Xxxxxx shall release Benachee's obligations under the Intercompany Debt by the amount of the Assumed Intercompany Debt such that is outstanding immediately prior Benachee's obligations in respect of the Intercompany Debt shall thereafter be limited to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effectRetained Intercompany Debt; (Aii) each EMV PSU that is outstanding immediately prior NewCo shall provide to AGII a guarantee of the Effective TimeAGII DIP Loan secured by a general security agreement of NewCo, whether vested or unvested, shall unconditionally such guarantee and immediately vest and shall general security agreement to be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in substantially the register of EMV Shareholders maintained by or on behalf of EMV same form as the holder guarantee and general security agreement of Benachee forming part of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV ShareAGII DIP Loan Security; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect;and (iii) (A) each EMV RSU that is outstanding immediately prior NewCo shall provide to CAZ a guarantee of the Effective TimeXxxxxx CAZ Debt secured by demand debenture and mortgage of NewCo, whether vested or unvestedsuch guarantee, shall unconditionally demand debenture and immediately vest and shall mortgage to be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in substantially the register of EMV Shareholders maintained by or on behalf of EMV same form as the holder guarantee, demand debenture and mortgage of Benachee forming part of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effectBenachee CAZ Debt Security; (b) each EMV Share held Benachee shall repay that portion of the Retained Intercompany Debt equal to the Benachee Subordinated Note Principal Amount to Xxxxxx by a Dissenting Shareholder in respect the issuance to Xxxxxx of which the EMV Shareholder has validly exercised hisBenachee Subordinated Note, her or its Dissent Rights such that after such repayment the Retained Intercompany Debt shall be deemed reduced to the Remaining Intercompany Debt; (c) Xxxxxx shall sell, transfer, assign and convey the Benachee Subordinated Note to SubCo and as consideration for the Benachee Subordinated Note, SubCo shall issue to Xxxxxx the SubCo Note; (d) SubCo shall distribute all of its property, including, without restriction, the Benachee Subordinated Note, to Benachee, Benachee shall assume all of SubCo's liabilities, including, without restriction, the SubCo Note, after which SubCo shall be transferred and assigned by such Dissenting Shareholder dissolved; (e) Benachee shall repay the SubCo Note to Xos Xxxxxx for its principal amount of $1.00 in cash; (f) the provisions of the CCAA Approval Order declaring that Benachee is free and clear of all liensliabilities including, charges and encumbrances without limitation, in all liabilities in respect of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 Assumed Obligations and the name of such registered holder AGII DIP Loan Security, all liabilities to Xxxxxx, except the Remaining Intercompany Debt, and all liabilities to CAZ including, without limitation, pursuant to the Benachee CAZ Debt Security, shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.effective;

Arrangement. The At the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed sequentially in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms Moto Shareholder Rights Plan shall be terminated (and all rights issued thereunder shall expire) and shall be of the EMV Incentive Plan, at no further force or effect; (b) each Moto Share held by a Dissenting Shareholder immediately prior to the Effective TimeTime 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 Moto for cancellation and Moto shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder shall be removed from the central securities register as a holder of Moto Shares; (c) each Former Moto Shareholder (other than a Dissenting Shareholder) whose address on the share register of Moto is in Canada or the United States and who does not deliver to the Depositary by the Election Deadline a duly completed and executed Letter of Transmittal and Election Form advising of his Election shall be deemed to have elected to receive the Randgold ADS Consideration (the “Randgold ADS Deemed Election”); (d) each Former Moto Shareholder (other than a Dissenting Shareholder) whose address on the share register of Moto is not in Canada or the United States and who does not deliver to the Depositary by the Election Deadline a duly completed and executed Letter of Transmittal and Election Form advising of his Election shall be deemed to have elected to receive the Randgold Share Consideration (the “Randgold Share Deemed Election”); (e) each Former Moto Shareholder who (i) delivers to the Depositary by the Election Deadline a duly completed and executed Letter of Transmittal and Election Form reflecting an Election to receive the Randgold ADS Consideration, or (ii) has been deemed to have made a Randgold ADS Deemed Election pursuant to Section 3.01(c) hereof, shall be entitled to receive the Randgold ADS Consideration in accordance with such Election or such Randgold ADS Deemed Election, as the case may be; (f) each Former Moto Shareholder who (i) delivers to the Depositary by the Election Deadline a duly completed and executed Letter of Transmittal and Election Form reflecting an Election to receive the Randgold Share Consideration, or (ii) has been deemed to have made a Randgold Share Deemed Election pursuant to Section 3.01(d) hereof, shall be entitled to receive the Randgold Share Consideration in accordance with such Election or such Randgold ADS Deemed Election, as the case may be; (g) each Former Moto Shareholder who delivers to the Depositary by the Election Deadline a duly completed and executed Letter of Transmittal and Election Form reflecting an Election to receive the Cash Consideration shall, subject to Section 3.01(h) hereof, be entitled to receive the Cash Consideration in accordance with such Election; (h) if the aggregate Cash Consideration elected by Former Moto Shareholders who have duly made an Election to receive Cash Consideration for some or all of their Moto Shares (the aggregate cash consideration elected by such Former Moto Shareholders being referred to hereinafter as the “Requested Cash Amount”) exceeds the Cash Parameter, then each Former Moto Shareholder electing Cash Consideration shall be entitled to receive: (i) the Pro-Rated Cash Consideration (Aas determined by the following formula). P = T x I where: P = the “Pro-Rated Cash Consideration” T = the Cash Parameter R = the Requested Cash Amount I = the aggregate amount of Cash Consideration elected by such Former Moto Shareholder pursuant to a duly made Election and (ii) the number of Randgold ADSs (if the Former Moto Shareholder’s address on the share register of Moto is in Canada or the United States) or the number of Randgold Shares (if the Former Moto Shareholder’s address on the share register of Moto is not in Canada or the United States) equal to the Residual Stock Consideration (as determined by the following formula). R = (I – P) x S where: R = the “Residual Stock Consideration” I = the aggregate amount of Cash Consideration elected by such Former Moto Shareholder pursuant to a duly made Election P = the Pro-Rated Cash Consideration Q = US$4.47, being the cash consideration per Moto Share S = the Share Exchange Ratio (i) each EMV DSU Moto Share held by a Former Moto Shareholder (other than a Dissenting Shareholder) shall be transferred to Subco and in consideration therefor Subco shall deliver or cause to be delivered the Randgold Share Consideration and the Randgold ADS Consideration on the basis set forth in Sections 3.01(c), (d), (e), (f) and (h) hereof and the Cash Consideration on the basis set forth in Sections 3.01(g) and (h) hereof, subject to Sections 3.02, 3.03 and Article 5 hereof; (j) each Former Moto Optionholder holding In-The-Money Moto Options who does not deliver to the Depositary by the Election Deadline a duly completed and executed Option Letter of Transmittal and Election Form advising of his Option Election shall be deemed to have elected to receive a cash payment equaling the In-The-Money Amount for such In-The-Money Moto Options in accordance with Section 3.01(l) hereof (the “Deemed Option Election”); (k) each Former Moto Optionholder holding In-The-Money Moto Options who delivers to the Depositary by the Election Deadline a duly completed and executed Option Letter of Transmittal and Election Form advising of his Option Election shall be entitled to receive in accordance with his Option Election either (X) a cash payment equaling the In-The-Money Amount of such In-The-Money Moto Options in accordance with Section 3.01(l) hereof (an “In-The-Money Option Election”), or (Y) Converted Randgold Options for such In-The-Money Moto Options in accordance with Section 3.01(m) hereof; (l) each In-The-Money Moto Option held by a Former Moto Optionholder who has made an In-The-Money Option Election or is subject to a Deemed Option Election shall be transferred to Moto for cancellation and, in consideration therefor, Moto shall pay the holder of such In-The-Money Moto Options an amount in cash equal to the In-The-Money Amount of such Moto Options; (m) the aggregate number of Moto Options, excluding In-The-Money Moto Options that is are subject to an In-The-Money Option Election or a Deemed Option Election, held by each Moto Optionholder and outstanding immediately prior to the Effective Time, whether vested or unvestednot vested, shall unconditionally be exchanged for options (each a “Converted Randgold Option”) to acquire (on the same terms and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to conditions as were applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of Moto Options immediately before the EMV DSU as a fully paid share in Effective Time under the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled Moto Stock Option Plan and the holder of agreement evidencing such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (DMoto Options) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; number (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, ) of Randgold Shares equal to: (A) the number of Moto Shares subject to applicable withholdingssuch Moto Options immediately prior to the Effective Time; multiplied by (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant the Share Exchange Ratio. The exercise price per Randgold Share subject to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and any such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Converted Randgold Option shall be be: (i) an amount (rounded up to the nearest one-hundredth of a cent) equal to: (A) the exercise price per Moto Share subject to each such Moto Option immediately cancelled and before the holder of such EMV In-the-Money Option shall cease to be Effective Time divided by (B) the holder thereof and to have any right as a holder of an EMV In-the-Money OptionShare Exchange Ratio; and (Dii) converted to, and payable in, U.S. dollars based on the noon exchange rate published by the Bank of Canada for Canadian dollars to U.S. dollars on the Effective Date; and (n) the name Moto Stock Option Plan, and any stock option agreements or other documents entered into by Moto in connection with the grant of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options Moto Options, shall be terminated and shall be of no further force and or effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to provided that, for greater certainty, notwithstanding such termination, the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Converted Randgold Options shall be terminated governed by the same terms and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed conditions as were formerly applicable to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued Moto Options pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareterminated Moto Stock Option Plan.

Arrangement. The following transactions 3.1 Commencing, at the Effective Time, each of the events set out below shall occur and shall be deemed to occur and be completed sequentially in the following order on the Effective Date order, without any further act or formality, in each case effective formality except as at five minute intervals starting at otherwise provided herein (provided that none of the Effective Time (following shall occur unless stated otherwiseall of the following occur): (a) notwithstanding the Crew Common Shares held by Dissenting Crew Shareholders shall be deemed to have been transferred to Purchaser, free and clear of all liens, claims and encumbrances, and cancelled and, as of the Effective Time, such Dissenting Crew Shareholders shall cease to have any rights as Crew Shareholders, other than the right to be paid the fair value of their Crew Common Shares in accordance with Article 4 of this Plan of Arrangement; (b) in accordance with the terms of the EMV Crew Incentive Plan, at the Effective Time: (i) (A) applicable grant agreement in relation thereto and the Arrangement Agreement, each EMV DSU that is Crew Incentive Award outstanding immediately prior to the Effective Time, Time (whether vested or unvested) shall, shall without any further action or formality on behalf of the holder thereof, Crew or Purchaser, be fully and unconditionally and immediately vest vested, and shall be and be deemed to be settled by EMV Crew in exchange for one EMV Sharefor, subject to applicable withholdings; Section 5.7 such number of Crew Common Shares as is equal to the Crew Net Share Amount and Crew shall promptly pay to the appropriate Governmental Authority an amount of cash equal to the Withholdings Amount in respect of the settlement of such holder’s Crew Incentive Awards; (Bc) immediately following the settlements described in Section (b), each former holder of an EMV DSU Crew Incentive Awards shall be entered in the register of EMV Shareholders the holders of Crew Common Shares maintained by or on behalf of EMV Crew as the holder of the EMV Share issued therefor such Crew Common Shares and such EMV Crew Common Shares shall be issued to such former holder of Crew Incentive Awards as fully paid and non-assessable Crew Common Shares and following such issuance the former holder of such Crew Incentive Awards shall cease to have any rights as a former holder of Crew Incentive Awards other than the right to receive the Crew Net Share Amount and, thereafter, the Share Consideration in exchange for such Crew Common Shares in accordance with Section 3.1(d) of this Plan of Arrangement whereupon all Crew Incentive Awards shall be, and shall be deemed to be, cancelled and terminated by Crew, all obligations in respect of the Crew Incentive Awards shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled satisfied and the holder of such EMV DSU holders thereof shall cease to be the holder have any rights or claims in respect thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs Crew Incentive Plan shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (Ad) each EMV Out-of-the-Money Option issued and Crew Common Share outstanding immediately prior to the Effective Time whether vested or unvested shall, (other than those held by Dissenting Crew Shareholders) and each Crew Common Share issued under Section 3.1(c) shall be transferred by the holder thereof without any further action by or on behalf its part, free and clear of all liens, claims and encumbrances, to Purchaser in exchange for the Share Consideration and Purchaser shall be deemed to be the legal and beneficial owner of such transferred Crew Common Share free and clear of any holder liens, claims or encumbrances, and upon such transfer: (i) the holders of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option Crew Common Shares shall cease to be the holder thereof and to have any right as a holder holders of an EMV Out-of-the-Money Option; and (C) Crew Common Shares, the name names of each holder of each EMV Out-of-the-Money Option such holders shall be removed from the register of EMV Options maintained by or on behalf holders of EMV Crew Common Shares with respect to all such Crew Common Shares and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall holders cease to be the holder of such EMV Share and to have any rights as a holder of EMV such Crew Common Shares (or such fraction of a Crew Common Share) other than the right to be paid fair value as set out in Article 4 and receive the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, Crew Common Share (or such EMV Shareholder shall be issued the Consideration and: (ifraction of a Crew Common Share) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; ; (ii) such EMV Shareholder’s name Purchaser shall become the holder of the Crew Common Shares so transferred and shall be removed from added to the register of EMV Shareholders maintained by or on behalf holders of EMVCrew Common Shares as the registered holder of such shares; and (iii) Xos each Crew Shareholder whose Crew Common Shares are so transferred shall be entitled to receive from the transferee Purchaser the Share Consideration payable to such Crew Shareholders pursuant to the Arrangement on the basis set forth herein and the name of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos Crew Shareholder shall be entered in added to the register of EMV holders of Purchaser Shares. 3.2 The Arrangement shall be structured such that, assuming the Arrangement Resolution is approved by the Crew Shareholders maintained by at the Crew Meeting and the Final Order is obtained, the issuance or on behalf deemed issuance, for purposes of the EMV United States Securities Act of 1933, as amended, as applicable, of the holder Purchaser Shares to the Crew Shareholders under the Arrangement will not require registration under the United States Securities Act of 1933, as amended, in reliance on the exemption provided by Section 3(a)(10) thereof and similar exemptions under U.S. state securities laws. 3.3 A Crew Shareholder (other than a Non-Resident Shareholder) who receives Purchaser Shares under the Arrangement shall be entitled to make a joint income tax election with Purchaser, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial tax laws). Purchaser shall make available on Purchaser's website tax election forms required under the Tax Act within 30 days of the Effective Date. Any Crew Shareholder (other than a Non-Resident Shareholder) who wants to make such election and otherwise qualifies to make such election may do so by providing to Purchaser two signed copies of the necessary election forms within 120 days following the Effective Date, duly completed with the details of the number of Crew Common Shares transferred and the applicable agreed amount or amounts for the purposes of such EMV Shareelection. Thereafter, subject to the election forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed by Xxxxxxxxx and returned to such Crew Shareholder by ordinary mail within 30 days after the receipt thereof by Purchaser for filing with the applicable Governmental Authority. Purchaser will not be responsible for the proper completion of any election form and Purchaser will not be responsible for any taxes resulting from the failure by a former Crew Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (and any applicable provincial tax laws).

Arrangement. The As soon as practicable following the date hereof, the parties shall proceed to effect an arrangement under section 193 of the ABCA in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement, pursuant to which (among other things), the following transactions shall occur and shall be deemed to occur and be completed in the following order on set out in the Effective Date without Plan of Arrangement and with any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):necessary modification for any exercise of Dissent Rights: (a) notwithstanding the terms Lone Pine corporate group and shareholdings shall be reorganized such that: (i) Newco shall become the direct or indirect parent of Lone Pine Delaware, as more particularly provided in the Lone Pine Delaware Agreement; and (ii) Newco shall become the ultimate parent of Lone Pine; (b) Newco will, directly or indirectly, acquire all of the EMV Incentive Planoutstanding Arsenal Shares; (c) Lone Pine and Arsenal (or an amalgamation successor thereto, at as applicable) shall amalgamate to form Amalco, which shall be a direct and indirect wholly-owned subsidiary of Newco; (d) in connection with the Effective Timeforegoing, and immediately upon completion of the Arrangement: (i) Lone Pine Shareholders shall receive, in substitution for their Lone Pine Shares (Aincluding, for certainty, Lone Pine Shares issued pursuant to the exercise, conversion, exchange, settlement, redemption or surrender of Lone Pine Incentive Awards prior to the Effective Time), Newco Shares in such number as reflects the Lone Pine Proportionate Interest; (ii) Arsenal Shareholders shall receive, in substitution for their Arsenal Shares (including, for certainty, Arsenal Shares issued pursuant to the exercise, conversion, exchange, settlement, redemption or surrender of Arsenal Share Awards or Arsenal Options prior to the Effective Time), Newco Shares in such number as reflects the Arsenal Proportionate Interest, all on a tax effective basis for the Lone Pine Shareholders and the Arsenal Shareholders; (e) each EMV DSU Lone Pine Incentive Award that is outstanding immediately at the Effective Time, shall be exchanged for an obligation of Newco (a "Replacement Lone Pine RSU") on substantially the same terms and conditions as are applicable to the Lone Pine Incentive Award (including with respect to vesting), except that: (i) for each Lone Pine Common Share or each Lone Pine Preferred Share to which the holder would otherwise be entitled to be issued on settlement and redemption of the Lone Pine Incentive Award, the holder shall instead be entitled to be issued (from treasury), on settlement of the Replacement Lone Pine RSU after the Effective Time, Newco Shares according to the same ratios at which Newco Shares are issued at the Effective Time in consideration for then-outstanding Lone Pine Common Shares and Lone Pine Preferred Shares; (ii) the holder of the Replacement Lone Pine RSU shall not be entitled to receive any shares in the capital stock of Lone Pine Delaware in connection with the settlement and redemption thereof; (iii) each Replacement Lone Pine RSU issued in respect of a Lone Pine Incentive Award that vested in accordance with its terms prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled and redeemed, without any further action of the holder, on the 15th trading day following the Effective Date through the issuance by EMV in exchange Newco of the underlying Newco Shares based on a fair market value of the Newco Shares determined by the volume weighted average trading price of the Newco Shares on the TSX for one EMV Share, subject to applicable withholdingsthe preceding ten (10) trading days; and (Biv) each holder Replacement Lone Pine RSU issued in respect of an EMV DSU shall be entered a Lone Pine Incentive Award that was not vested in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued accordance with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately its terms prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder and redeemed within 15 days of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder vesting date, through the issuance by Newco of the EMV PSU as underlying Newco Shares based on a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder fair market value of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder Newco Shares determined by the volume weighted average trading price of the EMV RSU as a fully paid share in Newco Shares on the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; TSX for the preceding ten (C10) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effecttrading days; and (Af) each EMV Out-of-the-Money Arsenal Option issued and each Arsenal Share Award that is outstanding immediately prior to at the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV surrendered to Arsenal and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of for no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareconsideration.

Arrangement. The (a) Subject to section 2.2(b), commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) each Common Share (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested other than Common Shares held by ADSX or unvested, any subsidiary or affiliate thereof which shall unconditionally and immediately vest not be exchanged under this Arrangement and shall remain outstanding as Common Shares held by ADSX or any subsidiary or affiliate thereof) will be settled transferred by EMV the holder thereof, without any act or formality on his part, to ADSX in exchange for one EMV Share, subject to applicable withholdings; that number of fully paid and non-assessable ADSX Common Shares determined by using the Exchange Ratio (B) accordingly each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall holders of Common Shares will be deemed entitled to be issued receive the number of ADSX Common Shares equal to such holder the product of the EMV DSU as a fully paid share in Exchange Ratio multiplied by the capital number of EMVCommon Shares held by such holder), provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each such holder of each EMV DSU shall will be removed from the register of EMV DSUs maintained holders of Common Shares and added to the register of holders of ADSX Common Shares; and (ii) each Dilutive Security shall be exchanged for an option or warrant, as the case may be (a “Replacement Security”), to purchase a number of ADSX Common Shares equal to the product of the Exchange Ratio multiplied by or on behalf the number of EMV Common Shares subject to such Dilutive Security at an exercise price per ADSX Common Share equal to the exercise price per share of such Dilutive Security immediately prior to the Effective Time divided by the Exchange Ratio. If the foregoing calculation results in a Replacement Security being exercisable for a fraction of an ADSX Common Share, then the number of ADSX Common Shares subject to such Replacement Security shall be rounded down to the next whole number of ADSX Common Shares and the total exercise price for the Replacement Security will be reduced by the exercise price of the fractional ADSX Common Share. The term to expiry, conditions to and manner of exercising, vesting schedule, and all agreements relating 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 EMV DSUs 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 be terminated have no application and: (i) commencing at the Effective Time, the following shall occur and shall be of no deemed to occur in the following order without any further force and effect;act or formality: (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested Common Share (other than Common Shares held by ADSX or unvested, any subsidiary or affiliate thereof which shall unconditionally and immediately vest not be exchanged under this Arrangement and shall remain outstanding as Common Shares held by ADSX or any subsidiary or affiliate thereof) will be settled transferred by EMV the holder thereof, without any act or formality on his part, to ADSX in exchange for one EMV Share, subject to applicable withholdings; that number of fully paid and non-assessable ADSX Common Shares determined by using the First Tranche Exchange Ratio (B) accordingly each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall holders of Common Shares will be deemed entitled to be issued receive the number of ADSX Common Shares equal to such holder the product of the EMV PSU as a fully paid share in First Tranche Exchange Ratio multiplied by the capital number of EMVCommon Shares held by such holder), provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each such holder of each EMV PSU shall will be removed from the register of EMV PSUs maintained by or on behalf holders of EMV Common Shares and all agreements relating added to EMV PSUs the register of holders of ADSX Common Shares; and (B) each Dilutive Security shall be terminated and shall exchanged for an option or warrant, as the case may be of no further force and effect;(a “Two Tranche Replacement Option”), to purchase: (iiiI) (A) each EMV RSU that is outstanding 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, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject Time at an exercise price per ADSX Common Share equal to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid exercise price per share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding Dilutive Security immediately prior to the Effective Time divided by the First Tranche Exchange Ratio; and (II) after the Settlement Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such a number of EMV ADSX Common Shares as is equal to the quotient obtained by dividing difference between (1i) the aggregate product of the EMV In-the-Money Amount for all EMV In-the-Money Options held Settled Exchange Ratio multiplied by the number of Common Shares subject to such holder by Dilutive Security immediately prior to the Effective Time and (2ii) the EMV 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 Closing VWAPequal 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, which quotient then the number of ADSX Common Shares subject to such Two Tranche Replacement Option shall be rounded down to the nearest next whole numbernumber 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, subject conditions to applicable withholdings; and manner of exercising, vesting schedule, and all other terms and conditions of such Two Tranche Replacement Option will otherwise be unchanged, and any document or agreement previously evidencing an Dilutive Security shall thereafter evidence and be deemed to evidence such Two Tranche Replacement Option. (Bii) each holder Forthwith after the Settlement Time, ADSX shall issue to the holders of an EMV In-the-Money Option that receives one or more EMV the Common Shares transferred to ADSX pursuant to this Section 3.01(a)(iv(b)(i)(A) above, for each Common Share so transferred, the number of fully paid and non-assessable additional ADSX Common Shares determined by using the Adjustment Exchange Ratio (accordingly each of the holders of Common Shares will be entitled to receive the number of ADSX Common Shares equal to the product of the Adjustment Exchange Ratio multiplied by the number of Common Shares transferred by such holder). (c) The notice referred to in section 2.2(b) shall be entered in given no earlier than the register of EMV Shareholders maintained by or on behalf of EMV as the holder pronouncement of the EMV Share issued therefor 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 EMV Share 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 issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMVrescinded, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force effect and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately ADSX may give notice at any time prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality: each NPS 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 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; each Exchangeable Elected Share will be transferred by the holder thereof, without any act or formality on its part, to NPS - Allelix Inc. in exchange for a fraction of a fully-paid and non-assessable Exchangeable Share equal to the Exchange Ratio, and the name of each such holder will be removed from the register of holders of Allelix Common Shares and added to the register of holders of Exchangeable Shares and NPS - Allelix Inc. will be recorded as the registered holder of such Allelix Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; each Allelix Common Share in respect of which a duly completed Letter of Transmittal and Election Form has not been deposited with the Depositary on or prior to the Election Deadline (other than (i) Allelix Common Shares held by Dissenting Shareholders who are ultimately entitled to be paid the fair value of the Allelix Common Shares held by them and (ii) Allelix Common Shares held by NPS or any affiliate thereof which shall not be exchanged under this Arrangement and shall remain outstanding as Allelix Common Shares held by NPS or any affiliate thereof), (A) in the case effective of a holder of Allelix Common Shares whose address as at five minute intervals starting at 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 (unless stated otherwise): 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 (aToronto time) notwithstanding on the day preceding the Effective Date is not in Canada will be deemed to be a NPS Elected Share and will be transferred by the holder thereof, without any act or formality on its part, to NPS - Allelix Inc. in exchange for a fraction of a fully-paid and non-assessable NPS Common Share equal to the Exchange Ratio, and the name of each such holder will be removed from the register of holders of Allelix Common Shares and added to the register of holders of NPS Common Shares and NPS - Allelix Inc. will be recorded as the registered holder of such Allelix Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; in accordance with the terms of the EMV Incentive PlanAllelix Warrants, at after the Effective Time: (i) (A) each EMV DSU , a holder of Allelix Warrants shall be entitled, upon the exercise of such warrants, to receive in lieu of the number of Allelix Common Shares to which such holder was theretofore entitled to receive upon such exercise, that is outstanding aggregate number of Exchangeable Shares or NPS Common Shares, as applicable, that such holder would have been entitled to receive under the Plan of Arrangement if such holder had been the registered holder of that number of Allelix Common Shares that such holder was theretofore entitled to receive if all such holder's Allelix Warrants had been exercised immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV ; in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in accordance with the register of EMV Shareholders maintained by or on behalf of EMV as the holder terms of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of Allelix Options, after the EMV DSU as a fully paid share in the capital of EMVEffective Time, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) Allelix Options shall be entitled, upon the name exercise of each such options, to receive in lieu of the number of Allelix Common Shares to which such holder was theretofore entitled to receive upon such exercise, that aggregate number of Exchangeable Shares or NPS Common Shares, as applicable, that such holder would have been entitled to receive under the Plan of Arrangement if such holder had been the registered holder of each EMV DSU shall be removed from the register that number of EMV DSUs maintained by or on behalf of EMV and Allelix Common Shares that such holder was theretofore entitled to receive if all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding such holder's Allelix Options had been exercised immediately prior to the Effective Time, whether vested or unvested, ; and NPS shall unconditionally issue to and immediately vest and shall be settled by EMV in exchange for one EMV deposit with the Trustee the Special Voting Share, subject in consideration of the payment to applicable withholdings; (B) each holder NPS of an EMV PSU shall U.S. $1, to be entered in thereafter held of record by the register of EMV Shareholders maintained by or Trustee as trustee for and on behalf of EMV as of, and for the holder use and benefit of, the holders of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Exchangeable Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 the Voting and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareExchange Trust Agreement.

Arrangement. The 3.1 On the Effective Date, subject to the provisions of Article 5 hereof, the following transactions shall will occur and shall will be deemed to occur and be completed in the following order on and at the Effective Date times set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV issued PMI Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, held by a PMI Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further action by act or on behalf formality to PMI for cancellation, free and clear of any holder of liens, claims and encumbrances, and: (i) such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall PMI Shareholder will cease to be the registered holder thereof of such Dissenting Shares and will cease to have any rights as registered holders of such PMI Shares other than the right to be paid fair value for such Dissenting Shares as a set out in §5.2(a); (ii) such PMI Shareholder’s name will be removed as the registered holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed such Dissenting Shares from the register registers of EMV Options PMI Shares maintained by or on behalf of EMV PMI; and (iii) PMI will be deemed to be the transferee of such Dissenting Shares, free and all agreements relating clear of any liens, claims and encumbrances, and such Dissenting Shares will be cancelled and returned to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effecttreasury; (b) immediately thereafter, each EMV issued and outstanding PMI Share held by a Dissenting Shareholder (other than any PMI Share in respect of which the EMV PMI Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to Right) will be transferred to, and assigned acquired by such Dissenting Shareholder to Xos (free and clear Kxxxxx, without any act or formality on the part of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV PMI Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV ShareholderKxxxxx, free and clear of all liens, charges claims and encumbrances of any nature whatsoeverencumbrances, to Xos and in consideration exchange for such transfernumber of Kxxxxx Shares equal to the Exchange Ratio, provided that the aggregate number of Kxxxxx Shares payable to any PMI Shareholder, if calculated to include a fraction of a Kxxxxx Share, will be rounded down to the nearest whole Kxxxxx Share, with no consideration being paid for the fractional share, and the name of each such EMV PMI Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall will be removed from the register of EMV Shareholders maintained by or on behalf holders of EMV; (iii) Xos shall be the transferee of such EMV Share, free PMI Shares and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in added to the register of EMV Shareholders maintained by or on behalf holders of the EMV Kxxxxx Shares, and Kxxxxx will be recorded as the registered holder of such EMV SharePMI Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (c) each outstanding PMI Option, shall without any further action on the part of any holder of PMI Options, be exchanged for an option (each, a “Replacement Option”) to purchase from Kxxxxx the number of Kxxxxx Common Shares equal to: (x) the Exchange Ratio multiplied by (y) the number of PMI Shares subject to such PMI Option immediately prior to the Effective Time, provided that if the foregoing would result in the issuance of a fraction of a Kxxxxx Share on any particular exercise of Replacement Options, then the number of Kxxxxx Shares otherwise issued shall be rounded down to the nearest whole number of Kxxxxx Shares. Such Replacement Option shall provide for an exercise price per Kxxxxx 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 Kxxxxx the number of Kxxxxx 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 Kxxxxx Share on any particular exercise of Replacement Warrants, then the number of Kxxxxx Shares otherwise issued shall be rounded down to the nearest whole number of Kxxxxx Shares. Such Replacement Warrant shall provide for an exercise price per Kxxxxx 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 Kxxxxx 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. The following transactions 3.1 At the Effective Time, or as otherwise indicated, each of the events set out below shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence set out without any further act or formality: (a) the transfer of the Assets, together with all contractual obligations and liabilities, to Medical in consideration for 40,000,000 Medical Common Shares and the Indemnity to have been completed and have been legally effective on December 31, 2003; (b) the AltaRex Options and AltaRex Warrants shall be cancelled and terminated and cease to represent any right or claim whatsoever, and the Medical Options (including the Agent’s Option) and Medical Warrants will be issued in their place on identical terms; (c) the Articles of AltaRex will be amended to create a new class of non-voting common shares in the capital of AltaRex (the “AltaRex Non-Voting Common Shares”) and a new class of voting common shares in the capital of AltaRex (the “AltaRex New Common Shares”); (d) the Articles of AltaRex will also be amended to change its name from “AltaRex Corp.” to “Twin Butte Energy Ltd.”; (e) AltaRex will acquire all outstanding AltaRex Common Shares from the holders thereof and shall deliver in exchange for each 00 XxxxXxx Xxxxxx Shares held one AltaRex New Common Share and 10 Medical Common Shares, in each case effective as at five minute intervals starting at free of any claims. The AltaRex Common Shares acquired by AltaRex will be cancelled and returned to the Effective Time (unless stated otherwise):status of authorized but unissued shares; (af) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested Each AltaRex Shareholder who holds 0000 XxxxXxx Xxxxxx Shares or unvested, less shall unconditionally surrender and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to surrender to AltaRex all of the AltaRex Shares held by such AltaRex Shareholder and shall receive therefor, instead of the AltaRex New Common Shares to which such shareholder would otherwise be issued entitled, an amount in cash equal to $0.05 per share, and upon such surrender of AltaRex Common Shares each such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU AltaRex Common Shares shall cease to be the holder thereof and to have any right as such a holder of an EMV DSU; and (D) the shall have his name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf holders of EMV AltaRex Common Shares and all agreements relating to EMV DSUs the AltaRex Common Shares so surrendered shall be terminated and shall be of no further force and effectcancelled; (Ag) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested Each AltaRex Shareholder who holds 150 or unvested, less AltaRex Common Shares shall unconditionally surrender and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to surrender to AltaRex all of the AltaRex Common Shares held by such AltaRex Shareholder and shall receive therefor, instead of the Medical Shares to which such shareholder would otherwise be issued entitled, an amount in cash equal to the lesser of (i) the amount determined by multiplying $0.60 by the number of AltaRex Common Shares held by such Shareholder and (ii) the amount determined by subtracting $0.05 from the weighted average trading price of the AltaRex Common Shares during the 10 trading days immediately preceding the Effective Date and then multiplying such sum by the number of Common Shares held by such Shareholder, and upon such surrender of AltaRex Common Shares each such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU AltaRex Common Shares shall cease to be the holder thereof and to have any right as such a holder of an EMV PSU; and (D) the shall have his name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf holders of EMV AltaRex Common Shares and all agreements relating to EMV PSUs the AltaRex Common Shares so surrendered shall be terminated and cancelled. (h) the stated capital of the AltaRex New Common Shares issued pursuant to the exchange set forth in paragraph (e) above shall be reduced to the amount of no further force and effect$1.00; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to Articles will be amended by deleting the holder of such EMV Share and to have any rights as a holder of EMV AltaRex Common Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from rights privileges, restrictions and conditions attaching thereto and by re-designating the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV AltaRex New Common Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders “common shares” of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareTwin Butte.

Arrangement. The Commencing at the Effective Time, the following transactions shall occur and shall be deemed to occur two minutes apart and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding The AuRico 2013 Rights Plan shall not apply to this Arrangement. (b) Alamos shall subscribe for <@> AuRico Shares for a purchase price of $<@> per AuRico Share. (c) The Depository shall release to AuRico the Escrowed Subscription Proceeds as payment in full by Alamos of the subscription price for the AuRico Shares referred to in Section 2.3(b). (d) AuRico shall issue <@> AuRico Shares to Alamos pursuant to the share subscription referred to in Section 2.3(b) above. (e) AuRico shall sell and transfer to New AuRico all of AuRico’s right, title and interest in the New AuRico Property, New AuRico shall assume, and shall pay, discharge and perform, the New AuRico Liabilities and the Earn-In Covenants shall become effective, all in accordance with the terms of the EMV Incentive Plan, at the Effective Time:New AuRico Contribution Agreement. (if) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Each Alamos Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested Dissenting Alamos Shareholder shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money OptionDissenting Alamos Shareholder, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be have been transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and Alamos in consideration for a debt claim against Xos for the amount Alamos determined under Article 4 in accordance with Section 3.2. (g) With respect to each Alamos Share transferred and assigned to Alamos in accordance with Section 2.3(f): (i) the holder thereof of such Alamos Share immediately prior to such transfer and assignment shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and thereof, the name of such registered holder shall be removed from the register maintained by or on behalf of EMV Shareholders as Alamos in respect of the Effective TimeAlamos Shares, and such Alamos Share shall be cancelled; and (ii) the registered holder thereof of such Alamos Share immediately prior to such transfer and assignment shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; Alamos Share to Alamos. (iiih) Xos shall Each AuRico Share held by a Dissenting AuRico Shareholder shall, without any further action by or on behalf of such Dissenting AuRico Shareholder, be deemed to have been transferred and assigned to AuRico in consideration for a debt claim against AuRico determined in accordance with Section 3.1. (i) With respect to each AuRico Share transferred and assigned to AuRico in accordance with Section 2.3(h): (i) the holder of such AuRico Share immediately prior to such transfer and assignment shall cease to be the transferee holder thereof, the name of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos holder shall be entered in removed from the register of EMV Shareholders maintained by or on behalf of EMV as AuRico in respect of the holders of any AuRico Shares, and such EMV SharesAuRico Share shall be cancelled; and (cii) each EMV the holder of such AuRico Share immediately prior to such transfer and assignment shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such AuRico Share to AuRico. (j) Each Alamos Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Alamos Shares held by Dissenting Alamos Shareholders) shall, without further action by or on behalf of the holder thereof, be transferred and assigned to AuRico in exchange for (i) the issuance to the holder of that number of AuRico Shares determined by the Alamos Exchange Ratio and (ii) subject to Section 4.7, $0.0001. (k) With respect to each Alamos Share transferred from a Dissenting Shareholder pursuant and assigned to AuRico in accordance with Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and:2.3(j): (i) the holder of such EMV Shareholder Alamos Share immediately prior to such transfer and assignment shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan name of Arrangement; (ii) such EMV Shareholder’s name holder shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos Alamos in respect of the Alamos Shares, and the name of AuRico shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in added to the register of EMV Shareholders maintained by or on behalf of Alamos in respect of the EMV Alamos Shares as the holder of such EMV of Alamos Share; (ii) the holder of such Alamos Share immediately prior to such transfer and assignment shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Alamos Share to AuRico; and (iii) the holder of such Alamos Share immediately prior to such transfer and assignment shall be added to the register maintained by or on behalf of AuRico in respect of the AuRico Shares as the holder of the AuRico Shares issued to such holder. (l) For purposes of the OBCA, the amount added to the stated capital in respect of the AuRico Shares issued to the holders of the Alamos Shares shall be equal to the fair market value of the Alamos Shares in consideration for which such AuRico Shares were issued less the aggregate amount of cash paid by AuRico pursuant to Section 2.3(j). (m) Each Alamos Option outstanding immediately prior to the Effective Time shall be exchanged for an option (a “Replacement Option”) granted by AuRico to acquire that number of AuRico Shares equal to the product of the Alamos Exchange Ratio multiplied by the number of Alamos Shares subject to such Alamos Option, provided that the number of AuRico Shares issuable pursuant to such Replacement Option shall be rounded down to the nearest whole number of AuRico Shares. Such Replacement Option shall have an exercise price per AuRico Share equal to the exercise price per Alamos Share of such Alamos Option immediately prior to the Effective Time divided by the Alamos 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 Alamos Option before the exchange. Except, as provided in this Section 2.3(m), 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 Alamos Option for which it is exchanged, and any document or agreement previously evidencing such Alamos Option shall thereafter evidence and be deemed to evidence such Replacement Option. (n) Each Alamos SAR outstanding prior to the Effective Time shall be exchanged for an award (a “Replacement SAR”) granted by AuRico and the value of such Replacement SAR shall be equal to the value of such Alamos SAR immediately prior to the Effective time and shall be determined with reference to AuRico Shares (or any shares for which such AuRico Shares are converted, including Amalco Shares) based on the Alamos Exchange Ratio. Except as provided in this Section 2.3(n), the terms and conditions of the Replacement SARs will be the same as the Alamos SAR for which it is exchanged, any document or agreement previously evidencing an Alamos SAR shall thereafter evidence and be deemed to evidence such Replacement SAR and AuRico shall assume, and shall pay, discharge and perform the liabilities and obligations of Alamos under the Alamos SAR Plan and amended by this Section 2.3(n). (o) With respect to each Alamos Option and Alamos SAR exchange in accordance with Sections 2.3(m) or 2.3(n), as applicable: (i) the holder of such Alamos Option or Alamos SAR immediately prior to such exchange shall cease to be the holder thereof, the name of such holder shall be removed from the register maintained by or on behalf of Alamos in respect thereof, and the Alamos Options and Alamos SARs shall be cancelled; (ii) the holder of such Alamos Option or Alamos SAR immediately prior to such exchange shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Alamos Option or Alamos SAR with AuRico for the Replacement Option or Replacement SAR, respectively; and (iii) the name of the holder of such Alamos Option or Alamos SAR immediately prior to such exchange shall be added to the register maintained by or on behalf of AuRico in respect of the Replacement Options or Replacement SARs, respectively. (p) Alamos shall make a non-interest bearing loan payable on demand to AuRico an amount equal to the AuRico Loan Proceeds. (q) The Depository shall release to AuRico the AuRico Loan Proceeds in satisfaction in full of the advance by Alamos of the loan to AuRico referred to in Section 2.3(p). (r) The aggregate stated capital in respect of the Alamos Shares shall be reduced to C$1.00 without any repayment of capital in respect thereof. (s) AuRico and Alamos shall be amalgamated and continued as one corporation under the OBCA in accordance with the following:

Arrangement. The At the Effective Time on the Effective Date, the following reorganization of capital and other transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):: (a) notwithstanding the terms The Articles of the EMV Incentive Plan, at the Effective Time: Amalgamation of Dreco shall be amended to (i) create and authorize an unlimited number of Exchangeable Shares and one Class A Preferred Share. (Ab) Dreco shall issue to National one Class A Preferred Share in consideration of the issuance to Dreco of one share of National Common Stock. The stated capital of the Class A Preferred Share shall be equal to the fair market value, as determined by the board of directors of Dreco, of a share of National Common Stock. No certificate shall be issued in respect of the Class A Preferred Share. (c) Each Dreco Common Share (other than Dreco Common Shares held by holders who have exercised their rights of dissent in accordance with Section 3.1 hereof and who are ultimately entitled to be paid the fair value for such shares and other than Dreco Common Shares held by National or any Subsidiary thereof) will be exchanged at the Exchange Ratio for a number of Exchangeable Shares, and each EMV DSU that 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 forth in Section 4.3. (d) Upon the exchange referred to in subsection (c) above, each such holder of a Dreco Common Share shall cease to be such a holder, shall have hisname removed from the register of holders of Dreco Common Shares and shall become a holder of the number of fully paid Exchangeable Shares to which he is outstanding entitled as a result of the exchange referred to in subsection (c), and such holder's name shall be added to the register of holders of Exchangeable Shares accordingly. (e) The aggregate stated capital of the Exchangeable Shares will be equal to the aggregate stated capital immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder Date of the EMV Share issued therefor and such EMV Share shall be deemed to be issued Dreco Common Shares which are exchanged pursuant to such holder of subsection 2.1(c) above, thereby excluding the EMV DSU as a fully paid share in the stated capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior attributable to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV fractional shares for which payment is made as contemplated in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and subsection (c) each EMV Share above. (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iiif) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) The Articles of Amalgamation of Dreco shall be transferred by amended to reduce the EMV Shareholdernumber of authorized Dreco Common Shares to one and the following restriction will be added to the rights, free privileges, restrictions and clear of all liens, charges and encumbrances of any nature whatsoever, conditions attaching to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration andDreco Common Shares: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Share.

Arrangement. The 3.1 On the Effective Date, the following transactions shall occur and shall be deemed to occur and be completed in the following chronological order on the Effective Date without any further act or formality, notwithstanding anything contained in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):provisions attaching to any of the Parties, but subject to the provisions of Article 6: (a) notwithstanding PUF will transfer the terms Assets to Natures Hemp in consideration for the number equal to the number of PUF Shares as of the EMV Incentive Plan, at Record Date of Natures Hemp common shares less the Effective Timenumber of Natures Hemp common shares already issued to PUF (collectively the “Distributed Natures Hemp Shares”). The central securities register of Natures Hemp shall be amended accordingly. (b) The authorized share capital of PUF will be altered by: (i) changing the identifying name of the PUF Shares to Class A common shares without par value, being the “PUF Class A Common Shares”; (Aii) each EMV DSU creating a class consisting of an unlimited number of 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 the Plan of Arrangement, being the PUF Class A Preferred Shares. (c) Each issued PUF Class A Common Share will be exchanged for one New PUF Share and one PUF Class A Preferred Share and, subject to the exercise of a right of dissent, the holders of the PUF Class A Common Shares will be removed from the central securities register of PUF and will be added to the central securities register as the holders of the number of New PUF Shares and PUF Class A Preferred Shares that they have received on the exchange. (d) All of the issued PUF Class A Common Shares will be cancelled with the appropriate entries being made in the central securities register of PUF and the aggregate paid up capital (as that term is outstanding used for purposes of the Tax Act) of the PUF Class A Common Shares immediately prior to the Effective TimeDate 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 equal to the aggregate fair market value of the Distributed Natures Hemp Shares as of the Effective Date, whether vested or unvestedand each PUF Class A Preferred Share so issued will be issued by PUF at an issue price equal to the aggregate fair market value of the Distributed Natures Hemp Shares as of the Effective Date, shall unconditionally and immediately vest and shall divided by the number of issued PUF Class A Preferred Shares, such aggregate fair market value of the Distributed Natures Hemp Shares to be settled determined as at the Effective Date by EMV in exchange resolution of the board of directors of PUF. PUF will redeem the issued PUF Class A Preferred Shares for one EMV Shareconsideration consisting solely of the Distributed Natures Hemp Shares such that each holder of PUF Class A Preferred Shares will, subject to applicable withholdings; 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. (Be) 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 an EMV DSU shall be entered in PUF Class A Preferred Shares will, subject to the register rounding of EMV Shareholders maintained 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 or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of multiplied by the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; Conversion Factor; (Cf) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the The name of each holder of each EMV DSU shall PUF Class A Preferred Shares will be removed as such from the central securities register of EMV DSUs maintained by or on behalf of EMV PUF, and all agreements relating to EMV DSUs shall of the issued PUF Class A Preferred Shares will be terminated and shall be cancelled with the appropriate entries being made in the central securities register of no further force and effect;PUF. (Ag) each EMV PSU that is outstanding immediately prior The Distributed Natures Hemp Shares transferred to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall holders of the PUF Class A Preferred Shares pursuant to step §(e) above will be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered registered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder names of the EMV Share issued therefor former holders of PUF Class A Preferred Shares and such EMV Share shall appropriate entries will be deemed to be issued to such holder of the EMV PSU as a fully paid share made in the capital central securities registers of EMVNatures Hemp. (h) The PUF Class A Common Shares and the PUF Class A Preferred Shares, provided that no certificate none of which will be allotted or book-entry statement shall issued once the steps referred to in steps §(c) and §(e) above are completed, will be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder authorized share structure of such EMV PSU 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 cease be distributed to be the holder thereof and to have any right PUF Shareholders, as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and result all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and fractional share amounts arising under such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient sections shall be rounded down to the nearest whole number. Any Distributed Natures Hemp Shares not distributed as a result of this rounding down shall be dealt with as determined by the board of directors of PUF in its absolute discretion. 3.3 The 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 applicable withholdings; (BArticle 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 deemed to occur, the time on the Effective Date for the redemption of the PUF Class A Preferred Shares set out in §3.1(e) each holder of an EMV In-the-Money Option that receives one or more EMV 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 Section 3.01(a)(iv) shall be entered in the register Plan of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share Arrangement shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option validly issued and outstanding immediately prior to 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 Time whether vested or unvested shall, without any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option Date. 3.7 Notwithstanding that the transactions and events set out in §3.1 shall cease to be the holder thereof occur and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to occur in the chronological order therein set out without any act or formality, each of the Parties shall be transferred required to make, do and assigned by such Dissenting Shareholder to Xos (free execute or cause and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall 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 holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as transactions or events set out in Article 4 §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 the name of such registered holder shall be removed any receipt therefore, and any necessary additions to or deletions from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV Shareshare registers.

Arrangement. The following transactions shall occur and shall be deemed Subject to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Planhereof, commencing at the Effective Time, and as more fully set forth in the Arrangement By-Law: (i) (A) each EMV DSU that is outstanding immediately prior to 2.1.1 the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Target Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shall, without any further action held by or on behalf of any each holder of such EMV Out-of-the-Money Option, immediately thereof shall be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be transferred by the holder thereof to, and to have acquired by, Purchaser without any right as a act or formality on the part of such holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised hisPurchaser, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liensany Liens, charges in exchange for such number of duly authorized, fully-paid and encumbrances non-assessable Purchaser Shares equal to the product of any nature whatsoever) in accordance the number of such Target Shares held by such holder multiplied by the Exchange Ratio; 2.1.2 with respect to each Target Share transferred to Purchaser pursuant to Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) 2.1.1; 2.1.2.1 the holder thereof of each such Target Share shall cease to be the holder of such EMV Target Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the such holder's name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective TimeTarget Shares with respect to such Target Shares; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos and 2.1.2.2 Purchaser shall be deemed to be the transferee of such EMV Shares Target Share (free and clear of all liens, charges any Liens) and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV Target Shares as the holders of any such EMV Sharesregistered holder thereof; and (c) 2.1.2.3 no fractional Purchaser Shares will be issued under the Arrangement, and 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 EMV Purchaser Share (including EMV issued to a former holder of Target Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by 2.1.1, the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos holder shall be entered in the register of EMV Shareholders maintained by or on behalf holders of the EMV Purchaser Shares as the registered holder thereof; 2.1.3 each outstanding Target Option that is not exercised prior to the Effective Time ("Unexercised Options") shall, without any further action or formality on the part of any holder of such EMV Unexercised Option, be transferred by the holder thereof to Target in exchange for an option (a "Replacement Option") to purchase that number of Purchaser Shares equal to the number of Target Shares subject to such Unexercised Option multiplied by the 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 divided by the Exchange Ratio; 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 calculation results in a Replacement Option (A) being exercisable for a fraction of a Purchaser Share, then the number of Purchaser Shares subject to such Replacement Option shall be rounded down to the next whole number of Purchaser Shares, or (B) having an exercise price per Purchaser Share that is a fraction of a cent, then the exercise price per Purchaser Share under such Replacement Option shall be 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 Exchange 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. The At the Effective Time the following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date sequence as set out below without any further authorization, act or formality, in each case effective as at five one minute intervals starting at the Effective Time (unless stated otherwise): (a) notwithstanding the terms of the EMV Incentive Plan, 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; (Aii) the name of each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and such Dissenting Shareholders shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder removed as a Sulliden Shareholder from the registers of an EMV DSU shall be entered in the register of EMV Sulliden Shareholders maintained by on or on behalf of EMV Sulliden; and (iii) such Sulliden Shares so transferred to Rio shall thereupon be cancelled without payment; (b) all of the issued and outstanding Sulliden RSUs shall be deemed to have vested, and Sulliden shall allot and issue to each holder of Sulliden RSUs such number of Sulliden Shares as are due to such holder under the terms of the Sulliden RSU Plan (less any amounts withheld pursuant to the Plan of Arrangement) and thereafter the Sulliden RSU Plan will terminate and none of the former holders of Sulliden RSUs, the 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 Sulliden shall allot and issue to each holder of Sulliden DSUs such number of Sulliden Shares as are due to settle the amount due to such holder under the terms of the Sulliden DSU Plan (less any amounts withheld pursuant to the Plan of Arrangement) and thereafter the Sulliden DSU Plan will terminate and none of the former holders of Sulliden DSUs, the Parties or any of their respective successors or assigns shall 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 holder Class B Shares and the articles of the EMV Share issued therefor and such EMV Share Sulliden shall be deemed to be issued to such holder of the EMV DSU amended accordingly, and each certificate representing Sulliden Shares shall, as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effecttime such redesignation is effective, represent Class B Shares; (Ae) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall authorized share capital of Sulliden will be settled amended by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder the creation of an EMV PSU shall be entered in unlimited number of Class A Shares, and the register articles of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share Sulliden shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effectamended accordingly; (iiif) the SpinCo Option Plan will come into force; (Ag) each EMV RSU 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 is outstanding 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 Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (Bforegoing issuance) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV SpinCo Shares as that is equal to 0.0147 multiplied by the quotient obtained by dividing (1) the aggregate number of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option Sulliden Shares that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option are issued and outstanding immediately prior to the Effective Time whether vested or unvested shalland after giving effect to the issuances in section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, without any further action all in accordance with the terms of the SpinCo Conveyance Agreement, and Sulliden shall be entered into the register of SpinCo Shares maintained by or on behalf of any SpinCo; (h) Rio Alto will lend (the "Loan") to Sulliden an amount of cash equal to the Loan Amount by way of a non-interest bearing demand promissory note. If Rio Alto has so elected in accordance with Section 2.10(b) of the Arrangement Agreement, Sulliden will subscribe and pay for and Rio Alto shall issue to Sulliden that number of fully-paid and non-assessable Rio Alto Shares (the "Rio Alto Funding Shares") equal to $10,000,000 at the Rio Alto Share Price; (i) Sulliden will subscribe for and SpinCo shall issue to Sulliden that number of additional fully-paid and non-assessable SpinCo Shares that is equal to 0.0853 multiplied by the number of Sulliden Shares that are issued and outstanding immediately prior to the Effective Time and after giving effect to the issuances in Section 2.3 (b) and (c) above (adjusted as provided in Section 2.5 below) less the number of Sulliden Shares held by Dissenting Shareholders, in consideration for payment from Sulliden to SpinCo of (i) cash subscription proceeds equal to $25,000,000 using funds from the Loan or (ii) $15,000,000 in cash using funds from the Loan and the transfer to SpinCo of all of the Rio Alto Funding Shares; (j) Each Sulliden Option will be exchanged for a Sulliden Class A Option and one-tenth (0.1) of a SpinCo Option (and when aggregated with the other similar SpinCo Options of a holder of such EMV Outoptions resulting in a fraction, they shall be rounded down to the nearest whole number of SpinCo Options). The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a Sulliden Class A Option or a SpinCo Option, will be the same as the Sulliden Option for which it is exchanged and any document evidencing a Sulliden Option shall thereafter evidence and be deemed to evidence such Sulliden Class A Option or SpinCo Option, as the case may be. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Sulliden Class A Option or a SpinCo Option, as the case may be, will be increased such that the aggregate of the In-of-theThe-Money OptionAmount 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, immediately and which reorganization shall occur in the following order: (i) each outstanding Class B Share will be cancelled without any payment therefor; exchanged with Sulliden free and clear of all Liens for one (B1) any holder 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 EMV Out-of-the-Money Option Class B Shares shall cease to be the holder holders thereof and to have any right rights or privileges as a holder holders of an EMV Out-of-the-Money Option; and such Class B Shares; (CB) the name of each holder of each EMV Out-of-the-Money Option such holders' names shall be removed from the register of EMV Options the Class B Shares maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect;Sulliden; and (bC) each EMV Share held by a Dissenting Sulliden Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee holder of such EMV the Class A Shares and SpinCo Shares (in each case, free and clear of all liens, charges any Liens) exchanged for the Class B Shares and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Sulliden or SpinCo, as the case may be, as the registered holder thereof; (ii) the stated capital of Sulliden for the outstanding Class A Shares will be an amount equal to the paid-up capital of Sulliden in respect of the Class B Shares, less the paid-up capital of Sulliden that is attributable to each Sulliden Share held by Dissenting Shareholders maintained 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 EMV as the holders a holder of any such EMV Class A Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) be irrevocably assigned and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, holder thereof to Rio Alto (free and clear of all liensLiens) in exchange for 0.525 of a Rio Alto Share for each Class A Share held, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) the holders of such EMV Shareholder Class A Shares shall cease to be the holder of the transferred EMV Share holders thereof and to have any right rights as a holder thereof, holders of such Class A Shares other than the right to be issued the Consideration by Xos receive 0.525 of a Rio Alto Share per Class A Share in accordance with this Plan of Arrangement; ; (ii) such EMV Shareholder’s holders' name shall be removed from the register of EMV Shareholders the Class A Shares maintained by or on behalf of EMVSulliden; and (iii) Xos Rio Alto shall be deemed to be the transferee and the legal and beneficial holder of such EMV Share, Class A Shares (free and clear of all liens, charges Liens) and encumbrances of any nature whatsoever; and (iv) Xos shall be entered as the registered holder of such Class A Shares in the register of EMV Shareholders 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 EMV as the other similar Rio Alto Replacement Options of a holder of such EMV 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; (v) the initial officers of Amalco shall be the officers of Rio Alto NewCo; (vi) Amalco shall have a minimum of 3 directors and a maximum of 11 directors; (vii) all of the property of each of Rio Alto NewCo and Sulliden continues to be the property of Amalco; (viii) Amalco continues to be liable for the obligations of each of Rio Alto NewCo and Sulliden (other than any obligations of Rio Alto NewCo or Sulliden to the other); (ix) any existing cause of action, claim or liability to prosecution is unaffected; (x) a civil, criminal or administrative action or proceeding pending by or against Rio Alto NewCo or Sulliden may continue to be prosecuted by or against Amalco; (xi) a conviction against, or ruling, order or judgment in favour of or against Rio Alto NewCo or Sulliden may be enforced by or against Amalco; (xii) the articles of Rio Alto NewCo immediately before the Effective Time are deemed to be the articles of incorporation of Amalco, and the Certificate of Arrangement is deemed to be the certificate of incorporation of Amalco; (xiii) the by-laws of Rio Alto NewCo immediately before the Effective Time are deemed to be the by-laws of Amalco; (xiv) Amalco shall be authorized to issue an unlimited number of common shares; and (xv) the directors of Amalco may appoint one or more directors of Amalco but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of Amalco, and any directors of Amalco appointed pursuant to the previous sentence shall hold office for a term expiring not later than the close of the next annual meeting of shareholders.

Arrangement. The Commencing at the Effective Time, the following transactions events set out in this Section 2.3 shall occur and shall be deemed to occur and be completed consecutively in the following order on and at the Effective Date times set out in this Section 2.3 without any further authorization, act or formality, formality (subject to the order of Sections 2.3(b) and 2.3(c) being reversed if so requested by Parent in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwisenotice referred to in Section 2.3(a) below): (a) notwithstanding If Parent has provided written notice to Hummingbird of Parent’s request for the terms of Loan Alternative at least ten business days prior to the EMV Incentive PlanEffective Time and such notice sets out the Loan Amount, the Share Loan Amount and the Option Loan Amount, then effective 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: (i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and Hummingbird Option shall be settled transferred by EMV the Optionholder to Hummingbird in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by a cash payment from or on behalf of EMV as Hummingbird equal to the holder amount (if any) by which the Purchase Price exceeds the product of (x) the EMV Share issued therefor and such EMV Share exercise price thereof (in Canadian dollars) multiplied by (y) the Exchange Factor, which amount shall be deemed 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 be issued receive the consideration to such holder of which they are entitled pursuant to this Section 2.3(b) at the EMV DSU as a fully paid share time and in the capital of EMV, provided that no certificate or book-entry statement manner specified in Article 4; and (iii) the Hummingbird Stock Option Plan shall be issued terminated and none of Hummingbird or any of its affiliates shall have any liabilities or obligations with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect; (A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect; (iii) (A) each EMV RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares plan except pursuant to this Section 3.01(a)(iv2.3(b). (c) shall be entered Effective at two minutes after the Effective Time (or, if specified in the register of EMV Shareholders maintained by or on behalf of EMV as notice referred to in Section 2.3(a) above, effective at one minute after the holder of the EMV Effective Time), each Hummingbird Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effect; and (A) each EMV Out-of-the-Money Option issued and outstanding immediately prior to the Effective Time whether vested or unvested shallshall be transferred to Acquisition Sub in exchange for the Purchase Price from Acquisition Sub, without any further action by or on behalf which amount shall be paid from the funds deposited with the Depositary under Sections 2.3(a)(i) and (iii), and the names of any holder the holders of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease Hummingbird Shares transferred to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option Acquisition Sub shall be removed from the register applicable registers of EMV Options maintained by or on behalf of EMV Shareholders, and all agreements relating to EMV Out-of-the-Money Options Acquisition Sub shall be terminated recorded as the registered holder of the Hummingbird Shares so acquired and shall be deemed the legal and beneficial owner thereof; subject to the right of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed Holders to be transferred and assigned paid the fair value of the Hummingbird Shares held prior to the Effective Time by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) Holders in accordance with Section 4.01 and in consideration for a debt claim against Xos for 3.1. (d) Effective at three minutes after the amount determined under Article 4 and (i) the holder thereof Effective Time, all directors of Hummingbird shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 directors and the name following persons shall become the directors of such registered holder shall be removed from Hummingbird (the register of EMV Shareholders as of the Effective Time; (ii) the registered holder thereof shall be deemed to have executed “New Directors”): Xxxx Xxxxxxxxxx, Xxxx XxXxxxxxx and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareXxxx Xxxxx.

Arrangement. The 4.1 Commencing as of the Effective Time, the following events or transactions shall will occur sequentially in the order set out below unless otherwise noted and shall will be deemed to occur and be completed in the following order on the Effective Date without any further act or formalityformality required on the part of any Person, in each case effective except as at five minute intervals starting at the Effective Time (unless stated otherwise):expressly provided herein: (a) notwithstanding The Senior Bank Facility shall be amended to no less than Cdn$225.0 million and no less than Cdn$50.0 million will be drawn thereunder by Xxxxxxx; (b) Xxxxxxx Finance will determine, in its sole discretion, the extent to which cash, New Notes and Mandatory Convertible Notes are to comprise the Cash Alternative and the New Note Alternative, subject to the terms thereof; (c) Xxxxxxx will loan to Xxxxxxx Finance the cash components required under the Cash Alternative and, if applicable, the New Note Alternative, as well as the aggregate amount of the EMV Incentive Planfees and expenses due to BMO Xxxxxxx Xxxxx Inc., at the Effective TimeIndenture Trustee and counsel to the Parties pursuant to Section 4.1(f) and the accrued interest payable by Xxxxxxx Finance pursuant to Section 4.1(d); (d) Xxxxxxx Finance shall pay the accrued interest to the Indenture Trustee or its nominee as registered holder of the global notes and on behalf of all Noteholders, and the Indenture Trustee shall pay (or cause to be paid) all such accrued interest to the Noteholders, without abatement or rights of setoff or counterclaim of any nature; (e) Each Noteholder shall irrevocably exchange and be deemed to transfer all of its Senior Notes and all of its rights under the Senior Notes and the Note Indenture to Xxxxxxx Finance in exchange for: (i) cash and, if applicable, New Notes under the New Note Indenture and/or Mandatory Convertible Notes under the Mandatory Convertible Note Indenture, all pursuant to the Cash Alternative; or (ii) New Notes under the New Note Indenture and, if applicable, cash and/or Mandatory Convertible Notes under the Mandatory Convertible Note Indenture, all pursuant to the New Note Alternative, allocated to each Noteholder as follows: (i) Each Noteholder shall receive for each $1,000 of such Noteholder’s Principal Claim Amount, at the election of such Noteholder: (A) each EMV DSU that is outstanding immediately prior $940 in cash, to an aggregate maximum of $184.5 million; provided that, to the Effective Timeextent the aggregate elections for the Cash Alternative by Electing Noteholders exceed $184.5 million, whether vested then $940 consisting of a combination of: (I) cash, to an aggregate maximum of not less than $184.5 million and not more than $229.5 million; and, if applicable (II) Mandatory Convertible Notes, to a maximum aggregate principal amount of $45.0 million; and/or (III) New Notes, to a maximum aggregate principal amount of $45.0 million, for all Electing Noteholders electing to receive the Cash Alternative, with the relative allocation of cash, Mandatory Convertible Notes and New Notes to be determined by Xxxxxxx Finance in its sole discretion and applied in the same proportion to all Electing Noteholders electing the Cash Alternative; or (B) $940 of principal amount of New Notes for all Noteholders which have elected or unvestedare deemed to have elected to receive the New Note Alternative; provided that, shall unconditionally to the extent the aggregate elections (including deemed elections) for the New Note Alternative exceed $193.5 million, then $940 consisting of a combination of: (I) New Notes, to a maximum aggregate principal amount of not less than $193.5 million and immediately vest not more than $238.5 million; and, if applicable (II) Mandatory Convertible Notes, to a maximum aggregate principal amount of $45.0 million; and/or (III) cash, to an aggregate maximum of $45.0 million, for all Noteholders electing (or deemed to be electing) to receive the New Note Alternative, with the relative allocation of New Notes, Mandatory Convertible Notes and shall cash to be settled determined by EMV Xxxxxxx Finance in its sole discretion and applied in the same proportion to all Noteholders electing (or deemed to be electing) the New Note Alternative; in exchange for one EMV Sharesuch Senior Notes; provided that: (C) if the aggregate amount to be received by Electing Noteholders electing to receive the Cash Alternative is greater than the Maximum Cash/Note Consideration, subject then the consideration that will be paid to applicable withholdingseach such Noteholder for its Senior Notes will be equal to such Noteholder’s pro rata share (determined as a fraction of all Senior Notes for which a Cash Alternative election has been made) of: (I) the Maximum Cash/Note Consideration; and (II) such combination of New Notes and, if applicable, cash and/or Mandatory Convertible Notes as Xxxxxxx Finance has determined pursuant to Section 4.1(b) equal to the difference between (A) the Maximum Note Consideration; and (B) each holder the amount of an EMV DSU shall such combination of New Notes and, if a applicable, cash and/or Mandatory Convertible Notes as Xxxxxxx Finance has determined pursuant to Section 4.1(b) that is payable to Noteholders who have elected or are deemed to have elected the New Note Alternative; (D) if the aggregate principal amount to be entered in received by Noteholders which have elected or are deemed to have elected to receive the register of EMV Shareholders maintained by or on behalf of EMV as New Note Alternative is greater than the holder of Maximum Note Consideration, then the EMV Share issued therefor and such EMV Share shall be deemed consideration to be issued to each such holder of the EMV DSU Noteholder for its Senior Notes will be equal to such Noteholder’s pro rata share (determined as a fully paid share in the capital fraction of EMV, provided that no certificate all Senior Notes for which a New Note Alternative election has been made or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and has been deemed to have any right been made) of: (I) the Maximum Note Consideration; and (II) such combination of cash and, if applicable, New Notes and/or Mandatory Convertible Notes as a holder of an EMV DSUXxxxxxx Finance has determined pursuant to Section 4.1(b) equal to the difference between (A) the Maximum Cash/Note Consideration; and (DB) the name amount of each holder such combination of each EMV DSU shall cash and, if applicable, New Notes and/or Mandatory Convertible Notes as Xxxxxxx Finance has determined pursuant to Section 4.1(b) that is payable to Electing Noteholders who have elected the Cash Alternative; and (E) any Noteholder who determines not to make an election, does not properly complete, execute and deliver the Form of Election or does not complete, execute and deliver the Form of Election prior to the Election Deadline, will automatically be removed from deemed to have elected the register New Note Alternative and to receive New Notes and, if applicable, cash and/or Mandatory Convertible Notes in an amount equal to $940 per $1,000 of EMV DSUs maintained by such Noteholder’s Principal Claim Amount for all of their Senior Notes pursuant thereto; provided that New Notes and, if applicable, Mandatory Convertible Notes will be issued in $1.00 increments only, such that if the combined effects of the exchange of a Noteholder’s Senior Notes and proration, if applicable, would otherwise result in a fractional New Note or, if applicable, Mandatory Convertible Note being issued, the number of New Notes or on behalf of EMV and all agreements relating Mandatory Convertible Notes, respectively, issued to EMV DSUs shall such Noteholder will be terminated and shall be of no further force and effectdecreased to the nearest $1.00 increment; (Aii) each EMV PSU that is outstanding immediately prior Noteholders who receive: (i) cash and, if applicable, New Notes and/or Mandatory Convertible Notes, all pursuant to the Effective TimeCash Alternative; or (ii) New Notes and, whether vested or unvestedif applicable, cash and/or Mandatory Convertible Notes, all pursuant to the New Note Alternative, shall unconditionally receive cash, New Notes and immediately vest and shall be settled by EMV Mandatory Convertible Notes, as applicable, in exchange for one EMV Share, subject a principal amount equal to applicable withholdings; (B) each holder $940 per $1,000 of an EMV PSU shall be entered that Noteholder’s Principal Claim Amount in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effectSenior Notes; (iii) (A) each EMV RSU that is outstanding immediately prior to Each of the Effective Time, whether vested or unvested, shall unconditionally New Note Indenture and immediately vest and the Mandatory Convertible Indenture shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV RSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV executed and become effective as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of time the EMV RSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV RSU shall be immediately cancelled New Notes and the holder of such EMV RSU shall cease to be the holder thereof and to have any right as a holder of an EMV RSU; and (D) the name of each holder of each EMV RSU shall be removed from the register of EMV RSUs maintained by or on behalf of EMV and all agreements relating to EMV RSUs shall be terminated and shall be of no further force and effect; (iv) (A) each EMV In-the-Money Option that is outstanding immediately prior to the Effective TimeMandatory Convertible Notes, whether vested or unvestedrespectively, shall unconditionally and immediately vest and become exercisable, and each holder of an EMV In-the-Money Option shall be deemed to have elected to assign and transfer each such EMV In-the-Money Option, without any further action by or on behalf of the holder of such EMV Option, to EMV for cancellation in exchange for such number of EMV Shares as is equal to the quotient obtained by dividing (1) the aggregate of the EMV In-the-Money Amount for all EMV In-the-Money Options held by such holder by (2) the EMV Share Closing VWAP, which quotient shall be rounded down to the nearest whole number, subject to applicable withholdings; (B) each holder of an EMV In-the-Money Option that receives one or more EMV Shares pursuant to this Section 3.01(a)(iv) shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV In-the-Money Options as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV In-the-Money Option shall be immediately cancelled and the holder of such EMV In-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV In-the-Money Option; and (D) the name of each holder of each EMV In-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV In-the-Money Options shall be terminated and shall be of no further force and effectare issued; and (Af) each EMV Out-of-the-Money Option issued Xxxxxxx Finance shall pay all fees and outstanding immediately prior expenses due to BMO Xxxxxxx Xxxxx Inc., the Indenture Trustee and counsel to the Effective Time whether vested or unvested shallParties reasonably incurred by, without and due to, any further action by or on behalf of any holder of such EMV Out-of-the-Money Option, immediately be cancelled without any payment therefor; (B) any holder of such EMV Out-of-the-Money Option shall cease to be the holder thereof and to have any right as a holder of an EMV Out-of-the-Money Option; and (C) the name of each holder of each EMV Out-of-the-Money Option shall be removed from the register of EMV Options maintained by or on behalf of EMV and all agreements relating to EMV Out-of-the-Money Options shall be terminated and shall be of no further force and effect; (b) each EMV Share held by a Dissenting Shareholder in respect of which the EMV Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by such Dissenting Shareholder to Xos (free and clear of all liens, charges and encumbrances of any nature whatsoever) in accordance with Section 4.01 and in consideration for a debt claim against Xos for the amount determined under Article 4 and (i) the holder thereof shall cease to be the holder of such EMV Share and to have any rights as a holder of EMV Shares other than the right to be paid fair value as set out in Article 4 and the name of such registered holder shall be removed from the register of EMV Shareholders as of the Effective Time; (ii) foregoing in connection with the registered holder thereof shall be deemed to have executed development, negotiation and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such EMV Share; (iii) Xos shall be deemed to be the transferee of such EMV Shares (free and clear of all liens, charges and encumbrances of any nature whatsoever); and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holders of any such EMV Shares; and (c) each EMV Share (including EMV Shares issued pursuant to Sections 3.01(a)(i), 3.01(a)(ii), 3.01(a)(iii) and 3.01(a)(iv), but excluding any EMV Share transferred from a Dissenting Shareholder pursuant to Section 3.01(b)) shall be transferred by the EMV Shareholder, free and clear of all liens, charges and encumbrances of any nature whatsoever, to Xos and in consideration for such transfer, such EMV Shareholder shall be issued the Consideration and: (i) such EMV Shareholder shall cease to be the holder implementation of the transferred EMV Share and to have any right as a holder thereof, other than the right to be issued the Consideration by Xos in accordance with this Plan of Arrangement; (ii) such EMV Shareholder’s name shall be removed from the register of EMV Shareholders maintained by or on behalf of EMV; (iii) Xos shall be the transferee of such EMV Share, free and clear of all liens, charges and encumbrances of any nature whatsoever; and (iv) Xos shall be entered in the register of EMV Shareholders maintained by or on behalf of the EMV as the holder of such EMV ShareRecapitalization.