Common use of The Amalgamation Clause in Contracts

The Amalgamation. (a) The Seller and the Purchaser agree that the Amalgamation will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows: (i) At the Effective Time, AcquireCo and NewCo shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of Section 279 of the BCBCA. (ii) At the Effective Time: (A) each of the NewCo Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warrant; (B) each issued and outstanding Newco Share held by the Purchaser as a result of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (C) each issued and outstanding AcquireCo Share held by the Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Share. (b) The Seller agrees that 4,500,000 of the Consideration Shares issuable to the Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued to the Seller under the Amalgamation would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued to the Seller will be rounded down to the next whole number.

The Amalgamation. (a) The Seller and Gateway agrees that promptly, but in any event within 20 days after the Purchaser agree date hereof, it will cause Amalgamation Sub to be formed under the laws of Bermuda. Gateway agrees that it will own 100% of the common shares of the Amalgamation will be implemented in accordance with and subject to Sub at the terms and conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows: (i) Effective Time. At the Effective Time, AcquireCo and NewCo Amalgamation Sub shall be amalgamated and shall continue as one company, being Amalco, pursuant to (the “Amalgamation”) with the Company in accordance with the provisions of Section 279 the Companies Act and this Agreement, and the separate existence of Amalgamation Sub and the Company shall thereupon cease. The company resulting from the Amalgamation shall operate under the name of “FLAG Telecom Group Limited” and continue under the provisions of the BCBCA. (ii) At Companies Act and other applicable Bermuda law and is referred to herein as the Effective Time: (A) each of the NewCo Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warrant; (B) each issued and outstanding Newco Share held by the Purchaser as a result of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (C) each issued and outstanding AcquireCo Share held by the Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Share“Amalgamated Company”. (b) The Seller agrees that 4,500,000 Amalgamation shall be consummated by filing with the Registrar of the Consideration Shares issuable to the Seller on the Effective Date Companies of Bermuda (the “Locked-Up SharesRegistrar”) will a duly executed and verified application for registration of the Amalgamated Company and such other documents as are required by the Companies Act. The Amalgamation shall be subject to a contractual restriction effective on resale the date shown in the Certificate of Amalgamation issued by the Registrar (the “Lock-Up RestrictionEffective Time”). Prior to the filing referred to in this Section 2.01(b), pursuant to a closing (the “Closing”) shall be held, which shall take place at the Seller will agree not to selloffices of Xxxxx Xxxx & Xxxxxxxx, deal in000 Xxxxxxxxx Xxxxxx, assignXxx Xxxx, transfer Xxx Xxxx 00000, on the first Business Day on which each of the conditions set forth in any manner whatsoeverArticle 9 shall have been fulfilled or waived (if permissible under applicable law), or agree to sell, deal in, assign or transfer in any manner whatsoever any of at such other time and place as Gateway and the Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as Company may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restrictionagree. (c) Fractional Consideration Shares will not be issued under From and after the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued to the Seller under the Amalgamation would result in a fraction of a Consideration Share being issuableEffective Time, the number Amalgamated Company shall possess all the rights, powers, privileges and franchises and be subject to all of Consideration Shares to be issued to the Seller will be rounded down to obligations, liabilities, restrictions and disabilities of the next whole numberCompany and Amalgamation Sub, all as provided in the applicable provisions of the Companies Act.

The Amalgamation. 2.1 The Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA upon the terms and conditions hereinafter set out. Each of Ten Fifty-Five and MVC acknowledge and agree that (i) the Amalgamation and the matters related thereto as contemplated hereby are subject to (a) The Seller and the Purchaser agree that receipt of all regulatory approvals, including without limitation the requisite approval of the CSE; (b) the receipt of all applicable approvals of the Amalgamation will be implemented by the shareholders of each of MVC and Ten Fifty- Five Subco, all in accordance with applicable law and the requisite regulations of the CSE; and (c) the receipt of all applicable approvals of the Board Rollover, the Consolidation and, if required by the CSE, the Amalgamation by the shareholders of Ten Fifty-Five, all in accordance with applicable law and the requisite regulations of the CSE and (ii) in connection with the Amalgamation, certain Resulting Issuer Shares, including those issued in exchange for issued and outstanding MVC Shares, may be subject to escrow if required by the CSE. In furtherance of the foregoing, subject to the terms and conditions contained herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties herein contained, each of MVC, Ten Fifty-Five Subco and Ten Fifty-Five covenant and agree to: (a) enter into the Amalgamation Agreement forthwith after receipt of all applicable regulatory approvals and the requisite approvals of the shareholders of each of MVC, Ten Fifty-Five and Ten Fifty-Five Subco to, as applicable, the Board Rollover, the Consolidation and the Amalgamation, all as further set forth herein; (b) co-operate with each other in this Agreement the preparation and submission of the Disclosure Documents, and in connection therewith provide the other parties with such information and material concerning its affairs as more fully such other parties shall reasonably request; (c) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as set forth in the Disclosure Documents by December 31, 2018, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the requisite approval of the CSE for the Amalgamation Agreement, including, without limitationand the listing thereon of the Resulting Issuer Shares to be issued in connection therewith, as followsapplicable; (iii) causing all applicable securityholders to enter into the requisite escrow agreements required by the CSE in connection with item (ii) above; and (iv) obtaining such other consents, orders or approvals as counsel to MVC, Ten Fifty-Five Subco and Ten Fifty-Five may advise are necessary or desirable to be obtained for the implementation of the Amalgamation and preparing and delivering all necessary documents in connection therewith; (d) use all commercially reasonable efforts to obtain to file articles of amendment under the CBCA in connection with the completion of the Consolidation and the Name Change and the Articles of Amalgamation under the OBCA to give effect to the Amalgamation; and (e) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby. 2.2 On the Effective Date, in accordance with the OBCA: (a) the Amalgamation of the Amalgamating Parties and their continuance as one corporation, Amalco, under the terms and conditions prescribed in this Agreement shall be effective; (b) the property of each of the Amalgamating Parties shall continue to be the property of Amalco; (c) Amalco shall continue to be liable for the obligations of each of the Amalgamating Parties; (d) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Parties shall be unaffected; (e) any civil, criminal or administrative action or proceeding pending by or against any of the Amalgamating Parties may be continued to be prosecuted by or against Amalco; (f) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Parties may be enforced by or against Amalco; (g) the articles of amalgamation of Amalco shall be deemed to be the articles of incorporation of Amalco and the Certificate shall be deemed to be the Certificate of incorporation of Amalco; (h) the Board Rollover shall be completed; and (i) At the Effective Time, AcquireCo and NewCo shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of Section 279 of the BCBCA. (ii) At the Effective Time: (A) each of the NewCo Shares issued existing officers of Ten Fifty-Five shall resign and outstanding immediately prior such resigning officers shall be replaced by nominees of MVC including the appointment of: Xx. Xxxxxx Xxxxxxx as President and Chief Operating Office; Xx. Xxxxxxx Xxxxx as Chief Executive Officer; and Xx. Xxxxxxxx Xxxxxxxx as Chief Financial Officer, (in each case subject to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warrant; (B) each issued and outstanding Newco Share held by the Purchaser as a result receipt of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (C) each issued and outstanding AcquireCo Share held by the Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Shareapplicable regulatory approvals). (b) The Seller agrees that 4,500,000 of the Consideration Shares issuable to the Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued to the Seller under the Amalgamation would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued to the Seller will be rounded down to the next whole number.

The Amalgamation. (a) The Seller DecisionPoint and MergerCo shall amalgamate to form the Purchaser agree that Amalgamated Corporation and shall continue as one corporation under the Amalgamation will be implemented in accordance OBCA, with and subject to the terms and conditions contained in this Agreement and as more fully effect set forth in Subsection 182(1)(d) of the Amalgamation Agreement, including, without limitationOBCA, as follows: (ia) Each whole DecisionPoint Common Share shall be converted into and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Share for each whole DecisionPoint Common Share, with holders of DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech Shares; (b) Each whole DecisionPoint Preferred Share shall be converted into and each holder of DecisionPoint Preferred Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 362,500 Series A Cumulative Convertible Preferred Shares; (c) The name of the Amalgamated Corporation shall be specified in the Articles of Arrangement by DecisionPoint prior to or on the Effective Date; (d) The address of the registered office of the Amalgamated Corporation shall be 300 Xxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxx Centre, Box 20 Txxxxxx, XX X0X 0X0; (e) There shall be no restrictions on the business that the Amalgamated Corporation may carry on or on the powers it may exercise; (f) At the Effective Timetime of the filing of Articles of Arrangement with the Director, AcquireCo and NewCo the Amalgamated Corporation shall be amalgamated authorized to issue an unlimited number of common shares having the rights, privileges, restrictions and shall continue conditions as one company, being Amalco, pursuant to the provisions provided in Schedule 2 attached hereto; (g) The board of Section 279 directors of the BCBCA.Amalgamated Corporation shall consist of not less than a minimum of one nor more than a maximum of 12 which, until changed in accordance with the OBCA, shall be fixed at 2. The initial directors of the Amalgamated Corporation shall be Nxxxxxxx X. Xxxx and Mxxx Xxxxxxx; (h) The by-laws of the Amalgamated Corporation shall be as provided in Schedule 3 attached hereto; (i) The transfer of shares in the capital of the Amalgamated Corporation shall be restricted in that no share may be transferred without either: (i) the consent of the directors of the Amalgamated Corporation expressed by resolution passed by the board of directors of the Amalgamated Corporation or by an instrument or instruments in writing signed by all of such directors, or (ii) At the Effective Time:consent of the holders of shares to which are attached more than 50% of the voting rights attaching to all shares for the time being outstanding entitled to vote at such time expressed by a resolution passed by such shareholders at a meeting duly called and constituted for that purpose or by an instrument or instruments in writing signed by all of such shareholders; (Aj) each Each whole common share of the NewCo Shares issued and MergerCo outstanding immediately prior to the Effective Time Date shall be exchanged by converted into, and each holder of common shares of MergerCo shall be entitled to receive, one common share in the Seller capital of the Amalgamated Corporation for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warranteach whole common share of MergerCo; (Ba) each issued and outstanding Newco Share held by the Purchaser as a result The stated capital account of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (C) each issued and outstanding AcquireCo Share held by the Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Share. (b) The Seller agrees that 4,500,000 common shares of the Consideration Shares issuable Amalgamated Corporation shall be set at an amount equal to the Seller on the Effective Date (i) the “Lockedpaid-Up Shares”) will be subject to a contractual restriction on resale up capital” (within the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any meaning of the Locked-Up Shares so issued for a period Tax Act) of 60 days from and including the common shares of MergerCo outstanding immediately prior to the Effective Date, except as may be required by reason (ii) the “paid-up capital” (within the meaning of the dissolution or bankruptcy Tax Act) of the Seller, until released in accordance with DecisionPoint Common Shares being exchanged into Comamtech Shares and (iii) the terms “paid-up capital” (within the meaning of the Lock-Up Agreement. The Seller further acknowledges and agrees that Tax Act) of the Locked-Up DecisionPoint Preferred Shares will bear legends reflecting the Lock-Up Restrictionbeing exchanged into Comamtech Convertible Preferred Shares. (c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued to the Seller under the Amalgamation would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued to the Seller will be rounded down to the next whole number.

The Amalgamation. 2.1 Xxxxx, MergerSub and Target agree that MergerSub and Target shall amalgamate pursuant to the provisions of the OBCA as of the Effective Date and continue as one corporation on the terms and conditions set out in this Agreement. Each of Xxxxx and Target acknowledge and agree that: (i) the Amalgamation and the matters related thereto as contemplated hereby are subject to: (a) The Seller the receipt of all regulatory approvals, including without limitation the requisite approval of the Applicable Exchange; and (b) the Purchaser agree that receipt of all applicable approvals of the Amalgamation will be implemented by the shareholders of each of Target and MergerSub, all in accordance with Applicable Law and the requisite regulations of the Applicable Exchange; and (ii) in connection with the Amalgamation and the transactions contemplated herein, certain Xxxxx Post- Consolidation Shares, including those issued in exchange for issued and outstanding Target Shares, may be subject to escrow if required by the CSE and Applicable Canadian Securities Laws. In furtherance of the foregoing, subject to the terms and conditions contained herein set forth and on the basis of the covenants, representations, warranties and agreements of the Parties herein contained, each of Xxxxx, Target and MergerSub covenant and agree to: (a) co-operate with each other in this Agreement the preparation and submission of the Circular and the Listing Statement, and in connection therewith provide the other Parties with such information and material concerning its affairs as more fully such other Parties shall reasonably request; (b) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as set forth in the Circular by the Outside Date, including, without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the requisite approval of the TSXV for the Delisting; (ii) the requisite approval of the CSE for the Amalgamation Agreementand the transactions contemplated herein including the listing thereon of the Xxxxx Post- Consolidation Shares to be issued in connection with the Amalgamation and the transactions contemplated herein; (iii) causing all applicable securityholders to enter into the requisite escrow agreements required by the CSE and Applicable Canadian Securities Laws in connection with item (ii) above; and (iv) such other consents, orders or approvals as counsel to Xxxxx, Target and MergerSub, as applicable, may advise are necessary or desirable to be obtained for the implementation of the Delisting, the Amalgamation, the Change of Business and the Listing Transaction, and preparing and delivering all necessary documents in connection therewith; (c) use all commercially reasonable efforts to obtain all applicable shareholder and regulatory approvals (including, without limitation, as follows: the requisite approval of the Applicable Exchange) in connection with: (i) At the Effective Time, AcquireCo and NewCo shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of Section 279 each of the BCBCA. matters to be approved at the Xxxxx Meeting and the subsequent filing of the articles of amendment of Xxxxx under the Business Corporations Act (British Columbia); and (ii) At the filing of the Articles in connection with the completion of the Amalgamation to give effect thereto; and (d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby. 2.2 Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time: (Aa) Target and MergerSub shall be amalgamated and continue as one corporation; (b) each of the NewCo Shares issued Target and outstanding immediately prior MergerSub shall cease to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warrantexist as entities separate from Amalco; (Bc) the property of each issued of MergerSub and outstanding Newco Share held by Target shall continue to be the Purchaser as a result property of Amalco; (d) Amalco shall continue to be liable for the exchange obligations of Newco Shares for Consideration Shares each of MergerSub and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco SharesTarget; and (Ce) each issued and outstanding AcquireCo Share held by the Purchaser will Articles shall be exchanged deemed to be the articles of incorporation of Amalco and, except for one (1the purposes of subsection 117(1) fully paid and non-assessable Amalco Share. (b) The Seller agrees that 4,500,000 of the Consideration Shares issuable to OBCA, the Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any Certificate of the Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares Amalgamation shall deemed to be issued to the Seller under the Amalgamation would result in a fraction certificate of a Consideration Share being issuable, the number incorporation of Consideration Shares to be issued to the Seller will be rounded down to the next whole numberAmalco.

The Amalgamation. (a) The Seller DecisionPoint and MergerCo shall amalgamate to form the Purchaser agree that Amalgamated Corporation and shall continue as one corporation under the Amalgamation will be implemented in accordance OBCA, with and subject to the terms and conditions contained in this Agreement and as more fully effect set forth in Subsection 182(1)(d) of the Amalgamation Agreement, including, without limitationOBCA, as follows: (ia) Each whole DecisionPoint Common Share shall be converted into and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Share for each whole DecisionPoint Common Share, with holders of DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech Shares; (b) Each whole DecisionPoint Preferred Share shall be converted into and each holder of DecisionPoint Preferred Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 362,500 Series A Cumulative Convertible Preferred Shares; (c) The name of the Amalgamated Corporation shall be specified in the Articles of Arrangement by DecisionPoint prior to or on the Effective Date; (d) The address of the registered office of the Amalgamated Corporation shall be 000 Xxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxx Centre, Box 20 Xxxxxxx, XX X0X 0X0; (e) There shall be no restrictions on the business that the Amalgamated Corporation may carry on or on the powers it may exercise; (f) At the Effective Timetime of the filing of Articles of Arrangement with the Director, AcquireCo and NewCo the Amalgamated Corporation shall be amalgamated authorized to issue an unlimited number of common shares having the rights, privileges, restrictions and shall continue conditions as one company, being Amalco, pursuant to the provisions provided in Schedule 2 attached hereto; (g) The board of Section 279 directors of the BCBCA.Amalgamated Corporation shall consist of not less than a minimum of one nor more than a maximum of 12 which, until changed in accordance with the OBCA, shall be fixed at 2. The initial directors of the Amalgamated Corporation shall be Xxxxxxxx X. Xxxx and Xxxx Xxxxxxx; (h) The by-laws of the Amalgamated Corporation shall be as provided in Schedule 3 attached hereto; (i) The transfer of shares in the capital of the Amalgamated Corporation shall be restricted in that no share may be transferred without either: (i) the consent of the directors of the Amalgamated Corporation expressed by resolution passed by the board of directors of the Amalgamated Corporation or by an instrument or instruments in writing signed by all of such directors, or (ii) At the Effective Time:consent of the holders of shares to which are attached more than 50% of the voting rights attaching to all shares for the time being outstanding entitled to vote at such time expressed by a resolution passed by such shareholders at a meeting duly called and constituted for that purpose or by an instrument or instruments in writing signed by all of such shareholders; (Aj) each Each whole common share of the NewCo Shares issued and MergerCo outstanding immediately prior to the Effective Time Date shall be exchanged by converted into, and each holder of common shares of MergerCo shall be entitled to receive, one common share in the Seller capital of the Amalgamated Corporation for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warranteach whole common share of MergerCo; (Bk) each issued and outstanding Newco Share held by the Purchaser as a result The stated capital account of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (C) each issued and outstanding AcquireCo Share held by the Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Share. (b) The Seller agrees that 4,500,000 common shares of the Consideration Shares issuable Amalgamated Corporation shall be set at an amount equal to the Seller on the Effective Date (i) the “Lockedpaid-Up Shares”) will be subject to a contractual restriction on resale up capital” (within the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any meaning of the Locked-Up Shares so issued for a period Tax Act) of 60 days from and including the common shares of MergerCo outstanding immediately prior to the Effective Date, except as may be required by reason (ii) the “paid-up capital” (within the meaning of the dissolution or bankruptcy Tax Act) of the Seller, until released in accordance with DecisionPoint Common Shares being exchanged into Comamtech Shares and (iii) the terms “paid-up capital” (within the meaning of the Lock-Up Agreement. The Seller further acknowledges and agrees that Tax Act) of the Locked-Up DecisionPoint Preferred Shares will bear legends reflecting the Lock-Up Restrictionbeing exchanged into Comamtech Convertible Preferred Shares. (c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued to the Seller under the Amalgamation would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued to the Seller will be rounded down to the next whole number.

The Amalgamation. (a) The Seller R2, San Antonio and the Purchaser San Xxxxxxx Xxxxx agree that R2 and San Xxxxxxx Xxxxx shall amalgamate pursuant to the Amalgamation will be implemented in accordance with provisions of Section 181 of the ABCA as of the Effective Date and subject to continue as one corporation on the terms and conditions contained in this Agreement Agreement, including the following: (a) the name of Amalco shall be "R2 Energy Ltd.", or such other name as is acceptable to the Registrar and as more fully R2; (b) there shall be no restrictions on the business that Amalco is authorized to carry on or the powers Amalco may exercise; (c) the registered office of Amalco shall be located at 3700 — 000 Xxxxx Xxxxxx XX, Xxxxxxx, Xxxxxxx, X0X 0X0; (d) the authorized share capital of Amalco shall consist of an unlimited number of class A common shares, class B common shares, class C preferred shares (issuable in a series) and class D preferred shares (issuable in a series), without nominal or par value and shall have attached to them the special rights, privileges, conditions and restrictions set forth out in the Amalgamation Agreement, including, without limitation, Articles of Amalgamation; (e) the restrictions on share transfers are as set out in Schedule "B" of the Articles of Amalgamation; (f) the minimum number of directors of Amalco shall be one (1) and the maximum number of directors of Amalco shall be 10; (g) the full names and addresses of the first directors of Amalco shall be as follows:: Xxxxx Xxxxxxx 0000 Xxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxx, XXX 00000 Xxxxxx Xxxxxxx 00000 00xx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Such directors shall hold office until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed; (h) the articles of Amalco shall be the Articles of Amalgamation, and the by-laws of Amalco shall be the by-laws of R2; (i) At upon completion of the Effective TimeAmalgamation, AcquireCo and NewCo the stated capital of the Amalco Shares shall be amalgamated and shall continue as one company, being Amalco, pursuant equal to the provisions of Section 279 aggregate of the BCBCA. paid-up capital (iiwithin the meaning assigned by the Tax Act) At the Effective Time: (A) of each of the NewCo Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warrant; (B) each issued and outstanding Newco Share held by the Purchaser as a result of the exchange of Newco Shares for Consideration R2 Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be the San Xxxxxxx Xxxxx Shares immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (C) each issued and outstanding AcquireCo Share held by the Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Share. (b) The Seller agrees that 4,500,000 of the Consideration Shares issuable to the Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (c) Fractional Consideration Shares will not be issued under before the Amalgamation, and no cash payment or other form of consideration will there shall be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued added to the Seller under stated capital of the Amalgamation would result in a fraction of a Consideration Share being issuable, the number of Consideration San Antonio Shares to be issued an amount equal to the Seller will paid-up capital of the R2 Shares (other than any R2 Shares owned by a dissenting R2 Shareholder) immediately before the Amalgamation; (j) and the fiscal year end of Amalco shall be rounded down to the next whole numberDecember 31 of each calendar year.