Common use of Plan of Arrangement Amendment Clause in Contracts

Plan of Arrangement Amendment. (a) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, Meta may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, provided that any such amendment, modification and/or supplement must be contained in a written document that is filed with the Court and, if made after the Meta Meeting, approved by the Court and communicated to Meta Shareholders, Meta Optionholders and Meta Warrantholders if and as required by the Court. (b) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, any amendment, modification or supplement to this Plan of Arrangement may be proposed by Meta at any time before or at the Meta Meeting with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meta Meeting in the manner required under the Interim Order, shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meta Meeting shall be effective only if (i) it is consented to in writing by Meta and RTO Acquiror and, (ii) if required by the Court, it is consented to by Meta Shareholders, Meta Optionholders and/or Meta Warrantholders voting in the manner directed by the Court. (d) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, any amendment, modification or supplement to this Plan of Arrangement may be made prior to the Effective Date by Meta and without the approval of the Court, Meta Shareholders, Meta Optionholders or Meta Warrantholders, provided that it concerns a matter which, in the reasonable opinion of Meta, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any Meta Shareholder, Meta Optionholder or Meta Warrantholder. (e) This Plan of Arrangement may be withdrawn prior to the Exchange Time in accordance with the Arrangement Agreement.

Plan of Arrangement Amendment. (a) With ITI reserves the prior written consent of RTO Acquiror, not right to be unreasonably withheld, Meta may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, time provided that any such amendment, modification and/or modification, or supplement must be contained in a written document that is (a) agreed to by EduTrek, (b) filed with the Court and, if made after following the Meta Meeting, approved by the Court and (c) communicated to Meta Shareholdersholders of the ITI Common Share, Meta Optionholders Exchangeable Shares and Meta Warrantholders if and as Options in the manner required by the Court. Court (b) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, any if so required). Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Meta ITI at any time before prior to or at the Meta Meeting (provided that EduTrek shall have consented thereto) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons voting at the Meta Meeting in the manner (other than as may be required under the Interim OrderCourt's interim order), shall become part of this Plan of Arrangement for all purposes. (c) . Any amendment, modification or supplement to this Plan of Arrangement that which is approved or directed by the Court following the Meta Meeting shall be effective only (a) if (i) it is consented to in writing by Meta and RTO Acquiror andITI, (iib) if it is consented to by EduTrek and (c) if required by the CourtCourt or applicable law, it is consented to by Meta Shareholders, Meta Optionholders and/or Meta Warrantholders voting the holders of the ITI Common Shares and the Exchangeable Shares as the case may be. PROVISIONS ATTACHING TO THE CLASS A PREFERRED SHARE The Class A Preferred Share in the manner directed capital of the Corporation shall have the following rights, privileges, restrictions and conditions: DIVIDENDS Subject to the prior rights of the holders of any shares ranking senior to the Class A Preferred Share with respect to priority in the payment of dividends, the holder of the Class A Preferred Share shall be entitled to receive dividends and the Corporation shall pay dividends thereon, as and when declared by the Court. (d) With board of directors of the prior written consent Corporation as cumulative dividends in the amount of RTO Acquiror, not $1.00 per share per annum payable annually on December 31 in each year in arrears. Such dividends shall accrue from the date of issue of the Class A Preferred Share to and including the date to which the computation of dividends is to be unreasonably withheld, made. A cheque for the amount of the dividend less any amendment, modification or supplement to this Plan of Arrangement may required deduction shall be made prior mailed by first class mail to the Effective Date by Meta and without the approval address of the Court, Meta Shareholders, Meta Optionholders or Meta Warrantholders, provided that it concerns a matter which, in registered holder of the reasonable opinion of Meta, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any Meta Shareholder, Meta Optionholder or Meta WarrantholderClass A Preferred Share. (e) This Plan of Arrangement may be withdrawn prior to the Exchange Time in accordance with the Arrangement Agreement.

Plan of Arrangement Amendment. (a) With The Corporation and Acquiror reserve the prior written consent of RTO Acquiror, not right to be unreasonably withheld, Meta may amend, modify and/or supplement this Plan of Arrangement from time to time at any time and from time prior to time, the Effective Time provided that any such amendment, modification and/or or supplement must be contained in a written document that is (a) agreed to by Acquiror, (b) filed with the Court and, if made after following the Meta Shareholder Meeting, approved by the Court Court, and (c) communicated to Meta Shareholders, Meta Shareholders and Optionholders and Meta Warrantholders if and as in the manner required by the Court. Court (b) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, any if so required). Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Meta the Corporation and Acquiror at any time before prior to or at the Meta Shareholder Meeting (provided that Acquiror shall have consented thereto) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons voting at the Meta Shareholder Meeting in the manner (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) . Any amendment, modification or supplement to this Plan of Arrangement that which is approved or directed by the Court following the Meta Shareholder Meeting shall be effective only if (i) it is consented to in writing by Meta each of the Corporation and RTO Acquiror andAcquiror, (ii) and if required by the CourtCourt or applicable law, it is consented to by Meta Shareholdersthe Shareholders and Optionholders or the holders of the Exchangeable Shares, Meta Optionholders and/or Meta Warrantholders voting in as the manner directed by the Court. (d) With the prior written consent of RTO Acquiror, not case may be. Subject to be unreasonably withheldapplicable law, any amendment, modification or supplement to this Plan of Arrangement may be made prior to following the Effective Date Time unilaterally by Meta and without the approval of the Court, Meta Shareholders, Meta Optionholders or Meta Warrantholders, Acquiror; provided that it concerns a matter which, in the reasonable opinion of MetaAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any Meta ShareholderShareholders or Optionholders. SCHEDULE C LOCK-UP AGREEMENT August 12, Meta Optionholder 2002 BETWEEN NABORS INDUSTRIES LTD., an exempted company, incorporated under the lxxx xx Bermuda (hereinafter called "NABORS"); and ----------------------------------------------------------------------------------------------- Name of (hereinafter called the Securityholder: "Securityholder") ----------------------------------------------------------------------------------------------- Nabors understands that the Securityholder is the beneficial owner of or Meta Warrantholder.exercises control and direction over that number of common shares (the "RYAN SHARES") of Ryan Energy Technologies Inc. ("RYAN") and that numbex xx options to pxxxxase further Ryan Shares (colxxxxively referred to as "OPTIONS") as set forth below: ------------------------------------------------------------------------------------------------------------ Number of Options Registration of Number of Ryan Shares to Acquire Ryan Shares Xyan Shares(1) ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ Note: (e1) This Plan Include any nominee or nominee account information, as applicable. Nabors and Ryan have entered into an agreement dated August 12, 2002, as amended xxxx time to time thereafter, (the "ARRANGEMENT AGREEMENT") which contemplates a plan of arrangement under the Business Corporations Act (Alberta) pursuant to which each holder of Ryan Shares will receive, in exchange for such holder's Ryan Shares, $0.00 (Canadian) per Ryan Share payable, at the xxxxxxxx xx xach holder, in cash or in exchxxxxable shares of Nabors Exchangeco (Canada) Inc., in each case as provided in the Arrangement may be withdrawn prior Agreement (the "ARRANGEMENT"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this document, which includes Appendix "A" attached, sets forth the agreement (this "AGREEMENT") between the Securityholder and Nabors relating to the Exchange Time Securityholder exercising the votes attached to all of the Ryan Shares and Options that the Securityholder beneficially owns, or xxxx which it exercises control or direction, as set forth above (the "PRESENTLY HELD RYAN SECURITIES"), and any additional Ryan Shares that the Securityholxxx may hereafter become the beneficiax xxner of or exercise control or direction over (the "AFTER ACQUIRED RYAN SHARES") (the Presently Held Ryan Securities and the After Acquirxx Xyan Shares collectively referrxx xo as the "SUBJECT SECURITIES"), in accordance with xxxxur of the Arrangement Arrangement. Subject Securities excludes Ryan Shares and Options in respect of which the Securityholder's only xxxxrol or direction is pursuant to a proxy appointing the Securityholder as proxy to vote such securities. The Terms and Conditions contained in Appendix "A" are incorporated into and form a part of this Agreement.. ACKNOWLEDGED AND AGREED TO: ------------------------------------------------ Name of Securityholder -------------------------------------------------- ------------------------------------------------ Witness as to the signature of the Securityholder (Signature of Securityholder) ------------------------------------------------ (address, including postal or zip code) ------------------------------------------------ ------------------------------------------------ NABORS INDUSTRIES LTD. Per: ------------------------------------------- Authorized Signing Officer APPENDIX "A" TERMS AND CONDITIONS

Plan of Arrangement Amendment. (a) With The Corporation and Acquiror reserve the prior written consent of RTO Acquiror, not right to be unreasonably withheld, Meta may amend, modify and/or supplement this Plan of Arrangement from time to time at any time and from time prior to time, the Effective Time provided that any such amendment, modification and/or or supplement must be contained in a written document that is (a) agreed to by Acquiror, (b) filed with the Court and, if made after following the Meta Shareholder Meeting, approved by the Court Court, and (c) communicated to Meta Shareholders, Meta Shareholders and Optionholders and Meta Warrantholders if and as in the manner required by the Court. Court (b) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, any if so required). Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Meta the Corporation and Acquiror at any time before prior to or at the Meta Shareholder Meeting (provided that Acquiror shall have consented thereto) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons voting at the Meta Shareholder Meeting in the manner (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) . Any amendment, modification or supplement to this Plan of Arrangement that which is approved or directed by the Court following the Meta Shareholder Meeting shall be effective only if (i) it is consented to in writing by Meta each of the Corporation and RTO Acquiror andAcquiror, (ii) and if required by the CourtCourt or applicable law, it is consented to by Meta Shareholdersthe Shareholders and Optionholders or the holders of the Exchangeable Shares, Meta Optionholders and/or Meta Warrantholders voting in as the manner directed by the Court. (d) With the prior written consent of RTO Acquiror, not case may be. Subject to be unreasonably withheldapplicable law, any amendment, modification or supplement to this Plan of Arrangement may be made prior to following the Effective Date Time unilaterally by Meta and without the approval of the Court, Meta Shareholders, Meta Optionholders or Meta Warrantholders, Acquiror; provided that it concerns a matter which, in the reasonable opinion of MetaAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any Meta ShareholderShareholders or Optionholders. SCHEDULE C LOCK-UP AGREEMENT August 12, Meta Optionholder or Meta Warrantholder2002 BETWEEN NABORS INDUSTRIES LTD. , an exempted company, incorporated under the laxx xx Bermuda (e) This Plan of Arrangement may be withdrawn prior to the Exchange Time in accordance with the Arrangement Agreement.hereinafter called "NABORS"); and

Plan of Arrangement Amendment. (a) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, Meta may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, provided that any such amendment, modification and/or supplement must be contained in a written document that is filed with the Court and, if made after the Meta Meeting, approved by the Court and communicated to Meta Shareholders, Meta Optionholders and Meta Warrantholders if and as required by the Court. (b) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, any amendment, modification or supplement to this Plan of Arrangement may be proposed by Meta at any time before or at the Meta Meeting with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meta Meeting in the manner required under the Interim Order, shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meta Meeting shall be effective only if if (i) it is consented to in writing by Meta and RTO Acquiror and, (ii) if required by the Court, it is consented to by Meta Shareholders, Meta Optionholders and/or Meta Warrantholders voting in the manner directed by the Court. (d) With the prior written consent of RTO Acquiror, not to be unreasonably withheld, any amendment, modification or supplement to this Plan of Arrangement may be made prior to the Effective Date by Meta and without the approval of the Court, Meta Shareholders, Meta Optionholders or Meta Warrantholders, provided that it concerns a matter which, in the reasonable opinion of Meta, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any Meta Shareholder, Meta Optionholder or Meta Warrantholder. (e) This Plan of Arrangement may be withdrawn prior to the Exchange Time in accordance with the Arrangement Agreement.

Plan of Arrangement Amendment. (a) With the prior written consent of RTO AcquirorParent, not to be unreasonably withheld, Meta SRx may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, provided that any such amendment, modification and/or supplement must be contained in a written document that is filed with the Court and, if made after the Meta SRx Meeting, approved by the Court and communicated to Meta Shareholders, Meta Optionholders and Meta Warrantholders the SRx Securityholders if and as required by the Court. (b) With the prior written consent of RTO AcquirorParent, not to be unreasonably withheld, any amendment, modification or supplement to this Plan of Arrangement may be proposed by Meta SRx at any time before or at the Meta SRx Meeting with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meta SRx Meeting in the manner required under the Interim Order, shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meta SRx Meeting shall be effective only if (i) it is consented to in writing by Meta SRx and RTO Acquiror Parent and, (ii) if required by the Court, it is consented to by Meta SRx Shareholders, Meta Optionholders SRx RSU Holders and/or Meta Warrantholders voting in the manner directed by the CourtSRx Warrantholders. (d) With the prior written consent of RTO AcquirorParent, not to be unreasonably withheld, any amendment, modification or supplement to this Plan of Arrangement may be made prior to the Effective Date by Meta SRx and without the approval of the Court, Meta SRx Shareholders, Meta Optionholders SRx RSU Holders or Meta SRx Warrantholders, provided that it concerns a matter which, in the reasonable opinion of MetaSRx, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any Meta SRx Shareholder, Meta Optionholder SRx RSU Holder or Meta SRx Warrantholder. (e) This Plan of Arrangement may be withdrawn prior to the Exchange Time in accordance with the Arrangement Agreement.