Common use of The Arrangement Clause in Contracts

The Arrangement. Commencing at 12:01 a.m. (Montreal time) on the Effective Date, subject to the Dissent Rights referred to in Section 3.1, the following shall occur and be deemed to occur in the following order without any further act or formality and, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) Each Primetech Common Share (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is made) and each Holdco Share will be transferred to Celestica in exchange for the Consideration. (b) In respect of each Primetech Common Share transferred pursuant to Section 2.2(a), the name of the holder of such Primetech Common Share will be removed from the register of holders of Primetech Common Shares and added to the register of holders of Celestica Subordinate Voting Shares, and Celestica will be added to the register of holders of Primetech Common Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Primetech Common Shares shall be increased by an amount equal to the lesser of: (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA. (c) In respect of each Holdco Share transferred pursuant to Section 2.2(a), the name of the Holdco Shareholder will be removed from the register of holders of common shares of the Holdco and Celestica will be added to the register of the common shares of the Holdco and the name of such Holdco Shareholder will be added to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA. (d) Primetech Options will be treated as follows: (i) each Primetech Option (including each unvested Primetech Option) that has not been exercised prior to the Effective Date will be disposed of and exchanged for a new option (an "EXCHANGED OPTION") with the same terms as the Primetech Option except as set out herein (including as to vesting and termination, but subject to Clause (ii) of this Subsection 2.2(d)); (ii) thereafter, each such Exchanged Option will entitle its holder to purchase the number of Celestica Subordinate Voting Shares equal to the product of (A) the Share Exchange Ratio and (B) the number of Primetech Common Shares subject to such Primetech Option immediately prior to the exchange, for an exercise price per Celestica Subordinate Voting Share equal to the exercise price per share of such Primetech Option immediately prior to the exchange divided by the Share Exchange Ratio; and (iii) Celestica will assume Primetech's obligations under the Primetech Option Plan and will be entitled to Primetech's rights thereunder, including the right to receive the exercise price upon the exercise of Exchanged Options. If the foregoing calculations result in any Exchanged Option being exercisable for a fraction of a Celestica Subordinate Voting Share, then the number of Celestica Subordinate Voting Shares subject to such Exchanged Option will be rounded down to the next whole number, and the aggregate exercise price for such Exchanged Option will be reduced by the exercise price of such fractional Celestica Subordinate Voting Share. The Primetech Option Plan will be deemed to be and shall be amended to give effect to the foregoing provisions of this Subsection 2.2(d). (e) In lieu of delivery of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Holdco Shares, each holder of Primetech Common Shares or of Holdco Shares who would otherwise be entitled to receive a fraction of a Celestica Subordinate Voting Share shall be paid an amount in cash determined in accordance with Section 4.3 hereof.

The Arrangement. Commencing at 12:01 a.m. As promptly as practicable after the execution of this Agreement, IVI will apply to the Ontario Court of Justice (Montreal timeGeneral Division) (the "Court") pursuant to Section 192 of the CBCA for an interim order in form and substance satisfactory to Checkmate (such approval not to be unreasonably withheld or delayed) (the "Interim Order") providing for, among other things, the calling and holding of a special meeting of its shareholders for the purpose of considering and, if deemed advisable, approving the Arrangement under Section 192 of the CBCA and pursuant to the Plan of Arrangement. Upon approval of the Arrangement by IVI shareholders, as promptly as practicable thereafter, IVI will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement in such fashion as the Court may direct (the "Final Order"). At the time specified in the Articles of Arrangement (the "Effective Time") on the date (the "Effective Date, subject ") shown on the Certificate of Arrangement issued by the Director under the CBCA giving effect to the Dissent Rights referred to in Section 3.1Arrangement, the following reorganization of capital shall occur and shall be deemed to occur in the following order without any further act or formality and, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding itformality: (a) Each Primetech Common Share The Articles of Continuation of IVI shall be amended to authorize a class of exchangeable shares (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is madethe "Exchangeable Shares") and each Holdco one Series A Preferred Share will be transferred to Celestica in exchange for of IVI (the Consideration"Series A Preferred Share"). (b) In respect of each Primetech Common IVI shall issue to Newco one Series A Preferred Share transferred pursuant to Section 2.2(a), the name in consideration of the holder issuance by Newco to IVI of such Primetech Common Share will be removed from one share of the register preferred stock, $.01 par value, of holders of Primetech Common Shares and added to Newco (the register of holders of Celestica Subordinate Voting Shares, and Celestica will be added to the register of holders of Primetech Common Shares"Newco Preferred Stock"). The stated capital account of the Series A Preferred Share shall be equal to the fair market value, as determined by the board of directors of IVI, of a share of Newco Preferred Stock. No certificate shall be issued in respect of the Celestica Subordinate Voting Shares issued as consideration for such Primetech Common Shares shall be increased by an amount equal to the lesser of: (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCASeries A Preferred Share. (c) In respect of each Holdco Share transferred pursuant to Section 2.2(a), the name Each of the Holdco Shareholder outstanding IVI Common Shares (other than IVI Common Shares held by holders who have exercised their rights of dissent in accordance with the Plan of Arrangement and who are ultimately entitled to be paid fair value for such shares) will be removed from the register of holders of common shares of the Holdco and Celestica will be added to the register of the common shares of the Holdco and the name of such Holdco Shareholder will be added to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of exchanged either (i) with IVI, for a number of Exchangeable Shares at the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and IVI Exchange Ratio or (ii) with Newco, for a number of shares of Newco Common Stock at the amount permitted IVI Exchange Ratio, at the holder's election and Newco shall issue such number of shares of Newco Common Stock. Each holder of IVI Common Shares (other than IVI Common Shares held by holders who have exercised their rights of dissent in accordance with the Plan of Arrangement and who are ultimately entitled to be added pursuant to paid fair value for such shares) will receive that whole number of Exchangeable Shares or shares of Newco Common Stock, as the OBCA. (d) Primetech Options case may be, resulting from the exchange of such holder's IVI Common Shares. No fractional shares of Newco Common Stock or fractional Exchangeable Shares will be treated as follows: (i) each Primetech Option (including each unvested Primetech Option) that has not been exercised prior to the Effective Date issued and no certificate therefor will be disposed of and exchanged for a new option (an "EXCHANGED OPTION") with the same terms as the Primetech Option except as set out herein (including as to vesting and termination, but subject to Clause (ii) of this Subsection 2.2(d)); (ii) thereafter, each such Exchanged Option will entitle its holder to purchase the number of Celestica Subordinate Voting Shares equal to the product of (A) the Share Exchange Ratio and (B) the number of Primetech Common Shares subject to such Primetech Option immediately prior to the exchange, for an exercise price per Celestica Subordinate Voting Share equal to the exercise price per share of such Primetech Option immediately prior to the exchange divided by the Share Exchange Ratio; and (iii) Celestica will assume Primetech's obligations under the Primetech Option Plan and will be entitled to Primetech's rights thereunder, including the right to receive the exercise price upon the exercise of Exchanged Optionsissued. If the foregoing calculations result in any Exchanged Option being exercisable for a fraction of a Celestica Subordinate Voting Share, then the number of Celestica Subordinate Voting Shares subject to such Exchanged Option will be rounded down to the next whole number, and the aggregate exercise price for such Exchanged Option will be reduced by the exercise price of such fractional Celestica Subordinate Voting Share. The Primetech Option Plan will be deemed to be and shall be amended to give effect to the foregoing provisions of this Subsection 2.2(d). (e) In lieu of delivery of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Holdco Shares, each Any holder of Primetech IVI Common Shares or of Holdco Shares who would otherwise be entitled to receive a fraction of an Exchangeable Share or share of Newco Common Stock, as the case may be, shall, upon surrender of his certificate or certificates representing IVI Common Shares, receive a Celestica Subordinate share certificate adjusted to the next lower whole number of Newco Common Stock or Exchangeable Shares, as the case may be. (d) Upon the exchange referred to in paragraph (c) above, each holder of an IVI Common Share shall cease to be such a holder, shall have his name removed from the register of holders of IVI Common Shares and shall become a holder of either (i) the number of fully paid Exchangeable Shares to which he is entitled as a result of the exchange referred to in paragraph (c) or (ii) the number of fully paid shares of Newco Common Stock to which he is entitled as a result of the exchange referred to in paragraph (c) and such holder's name shall be added to the register of holders of Exchangeable Shares or shares of Newco Common Stock, as the case may be. (e) The stated capital of the Exchangeable Shares will be equal to the stated capital of the IVI Common Shares actually exchanged for Exchangeable Shares immediately prior to the Arrangement. (f) Pursuant to the Arrangement and the Voting Trust Agreement, the holders of IVI Common Shares that elect to receive Exchangeable Shares (i) will grant and transfer directly to Newco the Call Rights and (ii) will receive directly from Newco the Voting Rights and the Exchange Rights. (g) The one outstanding Series A Preferred Share held by Newco will be exchanged for one IVI Common Share and Newco shall cease to be a holder of the Series A Preferred Share, shall have its name removed from the register of holders of Series A Preferred Shares, and Newco's name shall be added to the register of holders of IVI Common Shares accordingly, and the one Series A Preferred Share shall be paid an amount cancelled by IVI. (h) The stated capital of the one IVI Common Share referred to in cash Section 2.1(g) shall be equal to the stated capital of the one Series A Preferred Share prior to the Arrangement. (i) The Newco Preferred Stock shall be purchased from IVI by Newco for the fair market value determined by the board of directors of IVI in accordance with Section 4.3 hereof2.1(b) and immediately thereafter shall be cancelled by Newco.

The Arrangement. Commencing The Arrangement shall provide that, and the parties --------------- covenant to take such steps as are necessary to ensure that, commencing at 12:01 a.m. (Montreal time) on the Arrangement Effective Date, subject to the Dissent Rights referred to in Section 3.1Time, the following shall occur and shall be deemed to occur in the following order order: (a) The authorized share capital of CN shall be reorganized by the creation of the following four classes of shares in the capital of CN; (i) a class of shares, designated as CN Voting Shares, the authorized number of which shall be unlimited; (ii) a class of shares, designated as CN Exchangeable Shares, the authorized number of which shall be unlimited; (iii) a class of shares, designated as CN Special Limited Voting Shares, the authorized number of which shall be unlimited; and (iv) a class of shares, designated as CN Non-voting Equity Shares, the authorized number of which shall be unlimited. (b) Each outstanding CN Common Share shall be changed into a number of CN Voting Shares equal to the Exchange Ratio and a number of CN Exchangeable Shares equal to the Exchange Ratio. (c) Simultaneously with the change in share capital under Section 2.7(b), -------------- each CN Exchangeable Share to which the holder of a CN Common Share is entitled and with respect to which such holder has elected, in a duly completed and timely submitted letter of transmittal and election form, to transfer to NAR Subco for a Newco Common Share (the CN Exchangeable Share with respect to which such election was made, a "Newco Elected Exchangeable Share") shall be -------------------------------- transferred by the holder thereof, without any further act or formality andon such holder's part, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) Each Primetech Common Share (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is made) and each Holdco Share will be transferred to Celestica NAR Subco in exchange for the Consideration. (b) In respect of each Primetech one Newco Common Share transferred issued by Newco. Notwithstanding the foregoing, each holder of CN Common Shares who is not a resident of Canada for purposes of the Income Tax Act (Canada) at the Election Deadline (as defined in the Plan of Arrangement) shall be deemed to have elected to exchange all of the CN Exchangeable Shares issuable to such holder pursuant to Section 2.2(a), the name of the holder of such Primetech Common Share will be removed from the register of holders of Primetech Arrangement for Newco Common Shares and added the CN Exchangeable Shares to which such holder is entitled shall be deemed for all purposes to be Newco Elected Exchangeable Shares, except where and to the register of holders of Celestica Subordinate Voting Shares, and Celestica will be added to the register of holders of Primetech Common Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for extent that such Primetech Common Shares shall be increased by an amount equal to the lesser of: (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting holder specifically elects in a deduction in computing paid-up capital duly completed and timely submitted letter of the Celestica Subordinate Voting Shares pursuant transmittal and election form not to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA. (c) In respect of each Holdco Share transferred pursuant to Section 2.2(a), the name of the Holdco Shareholder will be removed from the register of holders of common shares of the Holdco and Celestica will be added to the register of the common shares of the Holdco and the name of have such Holdco Shareholder will be added to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCAexchange occur. (d) Primetech Options will be treated as follows: (i) each Primetech Option (including each unvested Primetech Option) that has not been exercised prior to the Effective Date will be disposed of and exchanged for a new option (an "EXCHANGED OPTION") Simultaneously with the same terms as change in share capital under Section 2.7(b) -------------- and the Primetech Option except as set out herein (including as transfer to vesting Newco and termination, but subject to Clause (iiexchange under Section 2.7(c) of this Subsection 2.2(d)); (ii) thereafterthe Newco Elected -------------- Exchangeable Shares, each such Exchanged Option will entitle its holder to purchase the number of Celestica Subordinate Voting Shares equal to the product of (A) the Newco Elected Exchangeable Share Exchange Ratio and (B) the number of Primetech Common Shares subject to such Primetech Option immediately prior to the exchange, for an exercise price per Celestica Subordinate shall be converted into one CN Special Limited Voting Share equal to the exercise price per share of such Primetech Option immediately prior to the exchange divided by the Share Exchange Ratio; and (iii) Celestica will assume Primetech's obligations under the Primetech Option Plan and will be entitled to Primetech's rights thereunder, including the right to receive the exercise price upon the exercise of Exchanged Options. If the foregoing calculations result in any Exchanged Option being exercisable for a fraction of a Celestica Subordinate Voting one CN Non-voting Equity Share, then the number of Celestica Subordinate Voting Shares subject to such Exchanged Option will be rounded down to the next whole number, and the aggregate exercise price for such Exchanged Option will be reduced by the exercise price of such fractional Celestica Subordinate Voting Share. The Primetech Option Plan will be deemed to be and shall be amended to give effect to the foregoing provisions of this Subsection 2.2(d). (e) In lieu Simultaneously with the change in share capital under Section 2.7(b), -------------- the transfer to NAR Subco and exchange under Section 2.7(c) of delivery the Newco Elected -------------- Exchangeable Shares and the conversion under Section 2.7(d) of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Holdco Newco Elected -------------- Exchangeable Shares, each holder of Primetech Common Shares or of Holdco Shares who would otherwise be entitled to receive a fraction of a Celestica Subordinate Voting Share NAR Subco shall and shall be paid an amount in cash determined in accordance with Section 4.3 hereof.deemed to have subscribed for and agreed to purchase and CN shall issue and sell to NAR Subco one (1)

The Arrangement. Commencing at 12:01 a.m. (Montreal time) on the Effective DateTime, subject to each of the Dissent Rights referred to in Section 3.1, the following events set out below shall occur and be deemed to occur in the following order sequence effective as at one minute intervals starting at the Effective Time, in each case without any further authorization, act or formality of or by the Court, the Registrar, the Company, the Purchaser or any other person: (a) At the Effective Time the following actions shall occur in the following order: (i) notwithstanding the terms of the Long Term Incentive Plan, each Company Option will be exchanged for an option (each a, “Purchaser Replacement Option”) to purchase from the Purchaser the number of Purchaser Shares equal to: (A) 0.0988, multiplied by (B) the number of Company Shares subject to such Company Option immediately prior to the Effective Time (and when aggregated with the other Purchaser Replacement Options of a holder results in a fraction of a Purchaser Share, they shall be rounded down to the nearest whole number of Purchaser Shares). Such Purchaser Replacement Option shall provide for an exercise price per Purchaser Share equal to (Y) the exercise price per Company Share otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time, divided by (Z) 0.0988. All terms and conditions of a Purchaser Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Company Option for which it was exchanged, and shall be governed by the terms of the Long Term Incentive Plan and any document evidencing a Company Option shall thereafter evidence and be deemed to evidence such Purchaser Replacement Option. It is intended that subsection 7(1.4) of the Tax Act apply to such exchange of Company Options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Purchaser Replacement Option will be increased such that the aggregate In-The-Money-Amount of the Purchaser Replacement Option does not exceed the In-The-Money-Amount of the Company Option immediately before the exchange contemplated in this Section 2.3(a)(i); (ii) the vesting of each Company PSU will be accelerated and the holder will receive the number of Company PSUs assuming target performance as set out in his or her agreement; each Company PSU will be surrendered by the Company PSU holder for one Company Share less any amounts withheld pursuant to Section 5.4 and the Company Shares issuable in connection therewith will be deemed to be issued to such Company PSU holder as fully paid and non-assessable common shares in the authorized share structure of Company provided that no share certificates shall be issued with respect to such shares; (iii) the vesting of each Company RSU will be accelerated and each Company RSU will be surrendered by the Company RSU holder for one Company Share less any amounts withheld pursuant to Section 5.4 and the Company Shares issuable in connection therewith will be deemed to be issued to such Company RSU holder as fully paid and non-assessable common shares in the authorized share structure of Company provided that no share certificates shall be issued with respect to such shares. (b) Following the steps in Section 2.3(a): (i) each Company Share held by a Dissenting Company Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality andon its part, except as otherwise noted in this Section 2.2free and clear of all liens, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) Each Primetech Common Share (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is made) claims and each Holdco Share will be transferred to Celestica in exchange for the Consideration. (b) In respect of each Primetech Common Share transferred pursuant to Section 2.2(a)encumbrances, the name of the holder of such Primetech Common Share will be removed from the register of holders of Primetech Common Shares and added to the register of holders of Celestica Subordinate Voting Shares, Company and Celestica will the Company shall thereupon be added obliged to the register of holders of Primetech Common Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Primetech Common Shares shall be increased by an amount equal to the lesser of: (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) pay the amount permitted to be added pursuant to the OBCA. (c) In respect of each Holdco Share transferred pursuant to Section 2.2(a)therefor determined and payable in accordance with Article 3, the name of the Holdco Shareholder will be removed from the register of holders of common shares of the Holdco and Celestica will be added to the register of the common shares of the Holdco and the name of such Holdco Shareholder holder shall be removed from the central securities register of the Company as a holder of Company Shares and the Company Shares so transferred will be added to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and cancelled; (ii) each issued Company Share held by a Former Company Shareholder (other than a Dissenting Company Shareholder or the amount permitted to be added Purchaser or any subsidiary of the Purchaser but including, for greater certainty, any Company Shares issued pursuant to Sections 2.3(a)(ii) and 2.3(a)(iii)) shall be transferred to the OBCA. (d) Primetech Options Purchaser in exchange for the Share Consideration, subject to Article 4. Following completion of this step, the Purchaser will be treated as follows: (i) each Primetech Option (including each unvested Primetech Option) that has not been exercised prior to the Effective Date will be disposed holder of all of the issued and exchanged for a new option (an "EXCHANGED OPTION") with the same terms as the Primetech Option except as set out herein (including as to vesting and termination, but subject to Clause (ii) of this Subsection 2.2(d))outstanding Company Shares; (ii) thereafter, each such Exchanged Option will entitle its holder to purchase the number of Celestica Subordinate Voting Shares equal to the product of (A) the Share Exchange Ratio and (B) the number of Primetech Common Shares subject to such Primetech Option immediately prior to the exchange, for an exercise price per Celestica Subordinate Voting Share equal to the exercise price per share of such Primetech Option immediately prior to the exchange divided by the Share Exchange Ratio; and and (iii) Celestica will assume Primetech's obligations under all Company Shares, each of which is now held by the Primetech Option Plan and Purchaser, will be entitled contributed by the Purchaser to Primetech's rights thereunder, including the right to receive the exercise price upon the exercise of Exchanged Options. If the foregoing calculations result Purchaser Holdco in any Exchanged Option being exercisable consideration for a fraction of a Celestica Subordinate Voting Share, then the corresponding number of Celestica Subordinate Voting Shares subject to such Exchanged Option common shares in the capital of Purchaser Holdco. Following completion of this step, Purchaser Holdco will be rounded down to the next whole number, holder of all of the issued and outstanding Company Shares and the aggregate exercise price for such Exchanged Option central securities register of the Company will be reduced by the exercise price of such fractional Celestica Subordinate Voting Sharerevised accordingly. The Primetech Option Plan exchanges and cancellations provided for in this Section 2.3 will be deemed to be and shall be amended to give effect to occur on the foregoing provisions Effective Date, notwithstanding that certain of this Subsection 2.2(d)the procedures related thereto are not completed until after the Effective Date. (e) In lieu of delivery of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Holdco Shares, each holder of Primetech Common Shares or of Holdco Shares who would otherwise be entitled to receive a fraction of a Celestica Subordinate Voting Share shall be paid an amount in cash determined in accordance with Section 4.3 hereof.

The Arrangement. Commencing at 12:01 a.m. (Montreal time) on At the Effective DateTime, subject pursuant to the Dissent Rights referred terms hereof and the Plan of Arrangement, Corporation and Offeror will effect a combination of their respective businesses by way of Arrangement under the BCBCA pursuant to in Section 3.1, the following shall occur and be deemed to occur in the following order without any further act or formality and, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding itwhich: (a) Each Primetech each Corporation Shareholder (other than a Corporation Shareholder who has validly exercised its Dissent Rights and who is entitled to be paid fair value therefor by Offeror or any of its Subsidiaries) shall be entitled to receive, in exchange therefor and subject to the Plan of Arrangement, consideration consisting of, for each Corporation Common Share held 0.625 of an Offeror Common Share (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is made) and each Holdco Share will be transferred to Celestica in exchange for the “Consideration.”); (b) In respect in accordance with the Corporation Option Plan, including section 3.15 thereof, each holder of each Primetech Common Share transferred pursuant a Corporation Option outstanding immediately prior to Section 2.2(athe Effective Time shall be entitled to receive (and shall accept), upon the name exercise of such holder’s Corporation Options, for the same aggregate consideration therefor and in lieu of any Corporation Common Shares or other consideration, the number of Offeror Common Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Plan of Arrangement if, immediately before the Effective Time, such holder had been the registered holder of such Primetech Common Share will be removed from the register number of holders of Primetech Corporation Common Shares to which such holder was theretofore entitled upon such exercise and added each such Corporation Option shall continue to be governed by and be subject to the register of holders of Celestica Subordinate Voting Shares, and Celestica will be added to the register of holders of Primetech Common Shares. The stated capital account in respect terms of the Celestica Subordinate Voting Shares issued as consideration for such Primetech Common Shares shall be increased by an amount equal to the lesser of: (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, Corporation Option Plan and (ii) the amount permitted to be added pursuant to the OBCA.any applicable agreement thereunder; (c) In respect each holder of each Holdco Share transferred pursuant a Corporation Warrant outstanding immediately prior to Section 2.2(a)the Effective Time shall be entitled to receive: A. in the case of common share purchase warrants to purchase Corporation Common Shares, upon the exercise of such holder’s Corporation Warrants, for the same aggregate consideration therefor and in lieu of any Corporation Common Shares or other consideration, the name number of Offeror Common Shares which the holder would have been entitled to receive as a result of the Holdco Shareholder will be removed from transactions contemplated by the register Plan of holders of common shares Arrangement if, immediately before the Effective Time, such holder had been the registered holder of the Holdco number of Corporation Common Shares to which such holder was theretofore entitled upon such exercise and Celestica will each such Corporation Warrant shall be added governed by and be subject to the register terms of the certificate representing such Corporation Warrant issued by the Offeror;and B. in the case of finder’s fee warrants to purchase units of Corporation, each such unit consisting of one Corporation Common Share and one-half of one common shares share purchase warrant to purchase Corporation Common Shares, upon the exercise of such holder’s Corporation Warrants, for the same aggregate consideration therefor and in lieu of any Corporation Common Shares, units or common share purchase warrants of Corporation or other consideration, the number of Offeror Common Shares which the holder would have been entitled to receive as a result of the Holdco transactions contemplated by the Plan of Arrangement if, immediately before the Effective Time, such holder had been the registered holder of the number of Corporation Common Shares to which such holder was theretofore entitled upon such exercise and the name one-half of one common share purchase warrant to purchase Offeror Common Shares for each such Holdco Shareholder will Offeror Common Share and each such Corporation Warrant shall be added governed by and be subject to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect terms of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of (i) the maximum amount permitted certificate to be added to the paid-up capital of issued by Offeror representing such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA.Corporation Warrants; and (d) Primetech Options will Corporation shall amalgamate with Acquireco and Corporation shall be treated the surviving corporation; all as follows: (i) each Primetech Option (including each unvested Primetech Option) that has not been exercised prior set forth in, and subject to the Effective Date will be disposed terms of, the Plan of and exchanged for a new option (an "EXCHANGED OPTION") with the same terms as the Primetech Option except as set out herein (including as to vesting and termination, but subject to Clause (ii) of this Subsection 2.2(d)); (ii) thereafter, each such Exchanged Option will entitle its holder to purchase the number of Celestica Subordinate Voting Shares equal to the product of (A) the Share Exchange Ratio and (B) the number of Primetech Common Shares subject to such Primetech Option immediately prior to the exchange, for an exercise price per Celestica Subordinate Voting Share equal to the exercise price per share of such Primetech Option immediately prior to the exchange divided by the Share Exchange Ratio; and (iii) Celestica will assume Primetech's obligations under the Primetech Option Plan and will be entitled to Primetech's rights thereunder, including the right to receive the exercise price upon the exercise of Exchanged Options. If the foregoing calculations result in any Exchanged Option being exercisable for a fraction of a Celestica Subordinate Voting Share, then the number of Celestica Subordinate Voting Shares subject to such Exchanged Option will be rounded down to the next whole number, and the aggregate exercise price for such Exchanged Option will be reduced by the exercise price of such fractional Celestica Subordinate Voting Share. The Primetech Option Plan will be deemed to be and shall be amended to give effect to the foregoing provisions of this Subsection 2.2(d)Arrangement. (e) In lieu of delivery of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Holdco Shares, each holder of Primetech Common Shares or of Holdco Shares who would otherwise be entitled to receive a fraction of a Celestica Subordinate Voting Share shall be paid an amount in cash determined in accordance with Section 4.3 hereof.

The Arrangement. Commencing The Company, 142 BC and Acquireco agree that the Arrangement shall be implemented in accordance with the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement, and in connection therewith, the Parties agree that: (a) upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Connecticut Act and the BCBCA, at 12:01 a.m. the Effective Time, Acquireco shall be merged with and into the Company, the separate existence of Acquireco shall cease and the Company shall continue as the Surviving Company in the Merger; the Merger shall have the effects set forth in this Agreement and in the applicable provisions of the Connecticut Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property of Acquireco and the Company shall vest in the Surviving Company, all liabilities and duties of Acquireco and the Company shall become liabilities and duties of the Surviving Company, and the Surviving Company shall be a wholly-owned Subsidiary of 142 BC; (Montreal timeb) subject to the provisions of the Amended and Restated Arrangement Agreement, certificate of merger in substantially the form attached hereto as Exhibit A (the "Certificate of Merger") shall be duly executed by the Company and Acquireco and, on the Effective Date, subject the Certificate of Merger shall be filed by the Company with the Connecticut Secretary of the State pursuant to all applicable provisions of the Dissent Connecticut Act; (c) the consideration for the Merger shall be comprised of, in respect of each and every Company Share, the Consideration Shares, and in respect of each and every Company Warrant, the Consideration Warrants; (d) each Company Share held by Dissenting Shareholders in respect of which Appraisal Rights referred have been validly exercised shall, in accordance with the applicable provisions of the Connecticut Act, be cancelled and converted into the right to be paid fair value for such Company Shares as set out in Section 3.13.01 of the Plan of Arrangement in accordance with the applicable provisions of the Connecticut Act; (e) each outstanding Company Share other than the Company Shares that are held by Dissenting Shareholders who have validly exercised their Appraisal Rights in accordance with the Connecticut Act and who are ultimately entitled to be paid the fair value for such Company Shares by the Company (the "Consenting Shareholders"), the following shall occur and be deemed to occur in the following order shall, without any further act action by or formality and, except as otherwise noted on behalf of a holder of Company Shares and in this Section 2.2, accordance with each transaction or event being deemed to occur immediately after the occurrence applicable provisions of the transaction Connecticut Act, be cancelled and converted into the right to receive four thousand nine hundred (4,900) Consideration Share less amounts withheld and remitted in accordance with Section 4.01 of the Plan of Arrangement. In accordance with the applicable provisions of the Connecticut Act, the holders of such Company Shares shall cease to be the holders thereof or event immediately preceding it:to have any rights as holders of such Company Shares other than the rights to be paid the Consideration per Company Share in accordance with the Plan of Arrangement. (f) 142 BC shall issue to each Consenting Shareholder a pro rata portion of the Consideration Shares for each Company Share, in accordance with the Plan of Arrangement. (a) Each Primetech Common Share (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is made) and each Holdco Share will be transferred 142 BC shall issue to Celestica in exchange for the Consideration. (b) In respect of each Primetech Common Share transferred pursuant to Section 2.2(a), the name of the holder of such Primetech Common Share will be removed from the register of holders of Primetech Common Shares and added to the register of holders of Celestica Subordinate Voting Shares, and Celestica will be added to the register of holders of Primetech Common Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Primetech Common Shares shall be increased by an amount equal to the lesser of: (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA. (c) In respect of each Holdco Share transferred pursuant to Section 2.2(a), the name of the Holdco Shareholder will be removed from the register of holders of common shares of the Holdco and Celestica will be added to the register of the common shares of the Holdco and the name of such Holdco Shareholder will be added to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA. (d) Primetech Options will be treated as follows: (i) each Primetech Option (including each unvested Primetech Option) that has not been exercised prior to the Effective Date will be disposed of and exchanged for a new option (an "EXCHANGED OPTION") with the same terms as the Primetech Option except as set out herein (including as to vesting and termination, but subject to Clause (ii) of this Subsection 2.2(d)); (ii) thereafter, each such Exchanged Option will entitle its holder to purchase the number of Celestica Subordinate Voting Shares equal to the product of (A) the Share Exchange Ratio and (B) the number of Primetech Common Shares subject to such Primetech Option immediately prior to the exchange, for an exercise price per Celestica Subordinate Voting Share equal to the exercise price per share of such Primetech Option immediately prior to the exchange divided by the Share Exchange Ratio; and (iii) Celestica will assume Primetech's obligations under the Primetech Option Plan and will be entitled to Primetech's rights thereunder, including the right to receive the exercise price upon the exercise of Exchanged Options. If the foregoing calculations result in any Exchanged Option being exercisable for a fraction of a Celestica Subordinate Voting Share, then the number of Celestica Subordinate Voting Shares subject to such Exchanged Option will be rounded down to the next whole number, and the aggregate exercise price for such Exchanged Option will be reduced by the exercise price of such fractional Celestica Subordinate Voting Share. The Primetech Option Plan will be deemed to be and shall be amended to give effect to the foregoing provisions of this Subsection 2.2(d). (e) In lieu of delivery of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Holdco Shares, each holder of Primetech Common Shares or of Holdco Shares who would otherwise be entitled to receive a fraction of a Celestica Subordinate Voting Share shall be paid an amount in cash determined Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, in accordance with Section 4.3 hereofthis Plan of Arrangement.

The Arrangement. Commencing at 12:01 a.m. (Montreal time) on On the Effective Date, subject to the Dissent Rights referred to in Section 3.1, the following shall occur and be deemed to occur in the following order without any further act or formality and, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding itformality: (a) Each Primetech Common Share (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is made) and each Holdco Share the outstanding Poda Shares will be transferred subdivided such that the number of Poda Shares outstanding immediately following such subdivision shall be equal to Celestica in exchange for the Consideration.number of issued and outstanding Invictus Shares as at the Effective Date; (b) In respect the authorized capital of Invictus will be amended by: (i) the elimination of the Invictus Class A Preferred Shares from the authorized share structure of Invictus; (ii) the alteration of the Invictus Shares by changing their identifying name to "Class A" common shares (the "Old Invictus Shares"); and (iii) the creation of an unlimited number of common shares without par value (the "New Invictus Shares") having attached thereto the special rights and restrictions set out in Schedule A hereto, and the Notice of Articles and the Articles of Invictus will be amended accordingly; (c) each Primetech Common Share transferred Invictus Stock Option outstanding immediately before the Effective Date will be exchanged for: (i) a stock option to be issued by Invictus (a "New Invictus Stock Option") pursuant to Section 2.2(a), the name of which: (A) the holder of the New Invictus Stock Option will be entitled to acquire, upon exercise of the New Invictus Stock Option, that number of New Invictus Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement, if immediately prior to the Effective Time, such Primetech Common holder had been the registered holder of the number of Invictus Shares to which such holder was therefore entitled upon exercise of the Invictus Stock Option; and (B) the exercise price per New Invictus Share will be removed from the register of holders of Primetech Common Shares and added equal to the register product of: (1) the exercise price of holders the Invictus Stock Option determined immediately before the Effective Time; and (2) the proportion that the fair market value of Celestica Subordinate Voting Shares, and Celestica one New Invictus Share determined immediately after the Effective Time is of the Aggregate Value; and (ii) a stock option to be issued by Poda (a "Poda Stock Option") pursuant to which: (A) the holder of the Poda Stock Option will be added entitled to acquire, upon exercise of the Poda Stock Option, that number of Poda Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the register Effective Time, such holder had been the registered holder of holders the number of Primetech Common SharesInvictus Shares to which such holder was theretofore entitled upon exercise of the Invictus Stock Option; and (B) the exercise price per Poda Share will be equal to the product of: (1) the exercise price of the Invictus Stock Option determined immediately before the Effective Time; and (2) the proportion that the fair market value of one Poda Share determined immediately after the Effective Time is of the Aggregate Value. The stated capital account It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of an Invictus Stock Option for a New Invictus Stock Option and a Poda Stock Option. Therefore, in the event that the aggregate of: (1) the New Invictus Stock Option In-The-Money Amount in respect of an Invictus Stock Option; and (2) the Poda Stock Option In-The-Money Amount in respect of an Invictus Stock Option exceeds the Old Invictus Stock Option In-The-Money Amount in respect of the Celestica Subordinate Voting Shares issued as consideration for such Primetech Common Shares shall be increased by an amount equal to Invictus Stock Option, the lesser of: number of (i) the maximum amount permitted to New Invictus Shares which may be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital acquired on exercise of the Celestica Subordinate Voting New Invictus Stock Option at and after the Effective Time, and (ii) Poda Shares pursuant to Subsection 85.1(2.1) which may be acquired on exercise of the Tax ActPoda Stock Option at and after the Effective Time, will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate of the (i) New Invictus Stock Option In-The-Money Amount in respect of an Invictus Stock Option, and (ii) the amount permitted to be added pursuant to the OBCA. (c) In Poda Stock Option In-The-Money Amount in respect of each Holdco Share transferred pursuant to Section 2.2(a), an Invictus Stock Option does not exceed the name of the Holdco Shareholder will be removed from the register of holders of common shares of the Holdco and Celestica will be added to the register of the common shares of the Holdco and the name of such Holdco Shareholder will be added to the register of holders of Celestica Subordinate Voting Shares. Old Invictus Stock Option-In The stated capital account Money Amount in respect of the Celestica Subordinate Voting Shares issued as consideration for Invictus Stock Option and the ratio of the amount payable to acquire such Holdco Shares shares to the value of such shares to be acquired shall be increased by an amount equal unchanged. Except as set out above and herein, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of the New Invictus Stock Options and Poda Stock Options will otherwise be unchanged from those contained in or otherwise applicable to the lesser of related Invictus Stock Option except that: (iA) all Poda Stock Options issued hereunder shall vest and become exercisable in full on the Effective Date; and (B) the maximum amount permitted holders of Poda Stock Options will not be entitled, on exercise, to receive Poda Shares if such Poda Stock Options are exercised (1) more than one year following the Effective Date of the Arrangement in the event the holder is not eligible to participate in Poda’s stock option plan following the Effective Date; or (2) more than 90 days (or 30 days if the holder was engaged in Investor Relations Activities, as such term is defined in the stock option plan of Poda) following the date on which such holder, following the completion of the Arrangement, ceases to be added eligible to participate in Poda's stock option plan; and (3) all Poda Stock Options issued hereunder shall otherwise be governed by and subject to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital terms of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA.Poda's stock option plan); (d) Primetech Options each issued Invictus Share held by a Shareholder (other than a Dissenting Shareholder) will be treated as follows: transferred to Invictus in exchange for: (i) one New Invictus Share; and (ii) one Poda Share; (e) each Primetech Option issued Invictus Share held by a Dissenting Shareholder will be acquired by Invictus in consideration for Invictus agreeing to pay the amount to be paid as determined in accordance with Article 4 of this Plan of Arrangement in respect of the dissenting shares; (including f) the authorized capital of Invictus will be amended by eliminating the Old Invictus Shares from the authorized share structure of Invictus and the Notice of Articles and Articles of Invictus will be amended accordingly; (g) in accordance with the terms of the Invictus Warrant Certificates, (A) each unvested Primetech Option) that has not been exercised holder of an Invictus Warrant outstanding immediately prior to the Effective Date will be disposed Time shall receive (and such holder shall accept) upon the exercise of such holder's Invictus Warrant, in lieu of each Invictus Share to which such holder was theretofore entitled upon such exercise and exchanged for a new option (an "EXCHANGED OPTION") with the same terms as the Primetech Option except as set out herein (including as to vesting and terminationaggregate consideration payable therefor, but subject to Clause (ii) of this Subsection 2.2(d)); (ii) thereafter, each such Exchanged Option will entitle its holder to purchase the number of Celestica Subordinate Voting New Invictus Shares equal and Poda Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the product Effective Time, such holder had been the registered holder of (A) the Share Exchange Ratio number of Invictus Shares to which such holder was theretofore entitled upon exercise of the Invictus Warrants; and (B) the number of Primetech Common Shares such Invictus Warrant shall continue to be governed by and be subject to such Primetech Option immediately prior the terms of the Invictus Warrant Certificates. The board of directors of Invictus may, in its absolute discretion, determine whether or not to proceed with the exchangeArrangement without further approval, for an exercise price per Celestica Subordinate Voting Share equal to the exercise price per share of such Primetech Option immediately prior to the exchange divided ratification or confirmation by the Share Exchange Ratio; and (iii) Celestica will assume Primetech's obligations under the Primetech Option Plan and will be entitled to Primetech's rights thereunder, including the right to receive the exercise price upon the exercise of Exchanged Options. If the foregoing calculations result in any Exchanged Option being exercisable for a fraction of a Celestica Subordinate Voting Share, then the number of Celestica Subordinate Voting Shares subject to such Exchanged Option will be rounded down to the next whole number, and the aggregate exercise price for such Exchanged Option will be reduced by the exercise price of such fractional Celestica Subordinate Voting Share. The Primetech Option Plan will be deemed to be and shall be amended to give effect to the foregoing provisions of this Subsection 2.2(d)Shareholders. (e) In lieu of delivery of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Holdco Shares, each holder of Primetech Common Shares or of Holdco Shares who would otherwise be entitled to receive a fraction of a Celestica Subordinate Voting Share shall be paid an amount in cash determined in accordance with Section 4.3 hereof.

The Arrangement. Commencing at 12:01 a.m. (Montreal time) the Effective Time on the Effective Date, subject to each of the Dissent Rights referred to in Section 3.1, the following events set out below shall occur and shall be deemed to occur in the following order and be effective at the times stated, without any further authorization, act or formality: (1) At the Effective Time, Tundra shall accelerate the vesting of each outstanding, unvested In-The-Money Tundra Option in accordance with the terms of the applicable Tundra Stock Option Plan immediately following which each In-The-Money Tundra Option that is outstanding and has not been duly exercised prior to the Effective Time, without any further action on behalf of any holder of such In-The-Money Tundra Option and without any payment except as provided in this Plan of Arrangement, and subject to (for greater certainty) applicable withholdings in accordance with Section 5.3, shall be transferred by the holder thereof to Tundra in consideration for a cash payment by Tundra equal to the product obtained by multiplying the amount by which the Consideration per Tundra Share exceeds the exercise price of such In-The-Money Tundra Option by the number of Tundra Shares underlying each such In-The-Money Tundra Option. Each In-The-Money Tundra Option issued and outstanding immediately prior to the Effective Time shall thereafter be immediately cancelled and the holder thereof shall thereafter have only the right to receive the consideration to which such holder is entitled pursuant to this Section 3.1(1). (2) Five minutes following the step contemplated in Section 3.1(1), notwithstanding any contingent vesting provisions to which a Tundra RSU might otherwise have been subject, and without any further action on behalf of any holder of such Tundra RSU and without any payment except as provided in this Plan of Arrangement, Tundra shall accelerate the vesting of each outstanding, unvested Tundra RSU in accordance with the terms of the Tundra Restricted Share Unit Plan and Tundra shall, subject to (for greater certainty) applicable withholdings in accordance with Section 5.3, deliver to each holder of a Tundra RSU outstanding immediately prior to the Effective Time an amount equal to the Consideration in cash in settlement of each such Tundra RSU. Each Tundra RSU issued and outstanding immediately prior to the Effective Time shall thereafter be immediately cancelled and all Tundra RSU agreements related thereto shall be immediately terminated and the holder thereof shall thereafter have only the right to receive the consideration to which such holder is entitled pursuant to this Section 3.1(2). The Tundra Restricted Share Unit Plan shall be terminated and none of Tundra, Parent, Parent SubCo or any of their affiliates shall have any liabilities or obligations with respect to such plan except pursuant to this Section 3.1(2). (3) Five minutes following the step contemplated in Section 3.1(2), each Tundra Share held by a Dissenting Shareholder immediately prior to the Effective Time shall be deemed to be transferred by the holder thereof, without any act or formality andon its part, except as otherwise noted free and clear of all Liens, to Parent SubCo and Parent SubCo shall thereupon be obliged to pay the amount therefor determined and payable in this Section 2.2accordance with Article IV hereof, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) Each Primetech Common Share (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is made) and each Holdco Share will be transferred to Celestica in exchange for the Consideration. (b) In respect of each Primetech Common Share transferred pursuant to Section 2.2(a), the name of the such holder of such Primetech Common Share will shall be removed from the register of holders of Primetech Common Tundra Shares and added Parent SubCo shall be recorded as the registered holder of the Tundra Shares so transferred and shall be deemed to be the legal and beneficial owner of such Tundra Shares. (4) Five minutes following the step contemplated in Section 3.1(2), each Tundra Share (other than those held by a Dissenting Shareholder or Parent SubCo) outstanding immediately prior to the register of holders of Celestica Subordinate Voting SharesEffective Time shall be transferred by the holder thereof to Parent SubCo and each holder thereof shall be entitled to receive, in exchange therefor and Celestica will be added subject to the register provisions of holders of Primetech Common Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Primetech Common Shares shall be increased by an Section 3.3 hereof, a cash amount equal to the lesser of: (i) Consideration, and the maximum amount permitted to be added to names of the paid-up capital holders of such Celestica Subordinate Voting Tundra Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant transferred to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA. (c) In respect of each Holdco Share transferred pursuant to Section 2.2(a), the name of the Holdco Shareholder will Parent SubCo shall be removed from the register of holders of common shares Tundra Shares, and Parent SubCo shall be recorded as the registered holder of the Holdco Tundra Shares so transferred and Celestica will be added to the register of the common shares of the Holdco and the name of such Holdco Shareholder will be added to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, legal and (ii) the amount permitted to be added pursuant to the OBCAbeneficial owner thereof. (d5) Primetech Options will be treated as follows: Five minutes following the steps contemplated in Sections 3.1(3) and (i) 4), each Primetech Out-Of-The-Money Tundra Option (including each unvested Primetech Option) that is outstanding and that has not been duly exercised prior to the Effective Date will Time, whether or not vested, without any further action on behalf of any holder of such Out-Of-The-Money Tundra Option, shall be disposed of and exchanged for a new an option (an "EXCHANGED OPTION"a “Replacement Option”) with the same terms as the Primetech Option except as set out herein (including as to vesting and termination, but subject to Clause (ii) of this Subsection 2.2(d)); (ii) thereafter, each such Exchanged Option will entitle its holder to purchase from Parent the number of Celestica Subordinate Voting Parent Shares (rounded down to the nearest whole number of such shares) equal to the product of obtained by multiplying (Ai) the Share Exchange Ratio and by (Bii) the number of Primetech Common Tundra Shares subject to such Primetech Out-Of-The-Money Tundra Option immediately prior to the Effective Time, and each holder of such exchanged Out-Of-The-Money Tundra Option shall immediately become a holder of the number of Replacement Options to which such holder is entitled as a result of the exchange, and each such exchanged Out-Of-The-Money Tundra Option shall be immediately cancelled. For each Out-Of-The-Money Tundra Option, such Replacement Option shall provide for an exercise price per Celestica Subordinate Voting Parent Share (rounded up to the nearest whole cent) in United States dollars equal to (i) the quotient obtained by dividing (x) the exercise price per share Tundra Share of such Primetech Out-Of-The-Money Tundra Option immediately prior to the exchange Effective Time by (y) the Exchange Ratio, divided by (ii) the Share Currency Exchange Ratio; Rate. Except as otherwise set out in this section 3.1(5), each Replacement Option shall be governed by the terms and (iii) Celestica will assume Primetech's obligations under conditions of the Primetech Tundra Stock Option Plan and will any stock option agreement pursuant to which such Tundra Option was granted (including, but not limited to, the term to expiry, conditions to and manner of exercising and vesting schedule), with any adjustments deemed to be entitled made thereto as are necessary to Primetech's rights thereunderensure consistency with the provisions of this Section 3.1(5). Notwithstanding the above provisions of this Section 3.1(5), (i) with respect to any Out-Of-The-Money Tundra Option, including if the right directors of Parent determine in good faith that the excess of the aggregate fair market value of the Parent Shares subject to receive the Replacement Option immediately after the issuance of the Replacement Option over the aggregate option exercise price upon for such shares pursuant to the exercise Replacement Option (such excess, referred to as the “Post-Exchange Option Value”) would otherwise exceed the excess of Exchanged Options. If the foregoing calculations result in any Exchanged Option being exercisable for a fraction aggregate fair market value of a Celestica Subordinate Voting Share, then the number of Celestica Subordinate Voting Tundra Shares subject to such Exchanged Tundra Option will be rounded down to immediately before the next whole number, and issuance of the Replacement Option over the aggregate option exercise price for such Exchanged shares pursuant to such Tundra Option will (such excess, referred to as the “Pre-Exchange Option Value”), the previous provisions in this Section 3.1(5) shall be reduced modified, but only to the extent necessary and in a manner that does not otherwise adversely affect the holder of the Replacement Option, so that the Post-Exchange Option Value does not exceed the Pre-Exchange Option Value; and (ii) with respect only to an Out-Of-The-Money Tundra Option that is held by a resident of the United States, the exercise price and the number of such fractional Celestica Subordinate Voting Share. The Primetech Parent Shares subject to a Replacement Option Plan will be deemed to be and shall be amended to give effect determined in a manner consistent with the requirements of Section 409A of the IRC; provided, further, that in the case of any such Out-Of-The-Money Tundra Option which was an incentive stock option (as defined in Section 422 of the IRC) immediately prior to the foregoing provisions Effective Time, the exercise price, the number of this Subsection 2.2(d). (e) In lieu Parent Shares and the terms and conditions of delivery of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Holdco Shares, each holder of Primetech Common Shares or of Holdco Shares who would otherwise be entitled to receive a fraction of a Celestica Subordinate Voting Share Replacement Option shall be paid an amount in cash determined in accordance a manner consistent with the requirements of Section 4.3 hereof424(a) of the IRC.

The Arrangement. Commencing at other documents to be filed with the Court in connection with obtaining the Interim Order, which application and other documents shall be in form and substance satisfactory to Amdocs (such approval not to be unreasonably withheld or delayed). If the Architel shareholders approve the Arrangement, thereafter Architel will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement in such fashion as the Court may direct (the "Final Order"). At 12:01 a.m. (Montreal timethe "Effective Time") on the date (the "Effective Date, subject ") shown on the certificate of arrangement issued by the Director under the CBCA giving effect to the Dissent Rights referred to in Section 3.1Arrangement, the following reorganization of capital and other transactions shall occur and shall be deemed to occur in the following order without any further act or formality and, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding itformality: (a) Each Primetech The articles of incorporation of Architel shall be amended to: (i) delete the preferred shares from the authorized share capital, (ii) replace the rights, privileges, restrictions and conditions attaching to the common shares of Architel (the "Architel Common Shares") with those substantially as set forth in Appendix A to the Plan of Arrangement and (iii) authorize an unlimited number of exchangeable shares (the "Exchangeable Shares") and one Class A Preferred Share (other than those held by Primetech Dissenting Shareholders or any Holdco the "Class A Preferred Share") of Architel having the respective rights, privileges, restrictions and conditions substantially as set forth in respect Appendix A to the Plan of which a valid Holdco Election is made) and each Holdco Share will be transferred to Celestica in exchange for the ConsiderationArrangement. (b) In Architel shall issue to Amdocs Holdco one Class A Preferred Share in consideration of the transfer by Amdocs Holdco to Architel of one common share, no par value, of Amdocs Holdco. 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 Architel, of one Amdocs Ordinary Share (as defined below). No certificate shall be issued in respect of each Primetech the Class A Preferred Share. (c) Each of the Architel Common Shares (other than, for greater certainty, the Architel Common Share transferred subscribed for by Amdocs Holdco pursuant to Section 2.2(asubsection (f) below and the Architel Common Shares held by Dissenting Shareholders (as hereinafter defined), ) will be exchanged for a number of Exchangeable Shares (the name "Exchange Ratio") at an exchange ratio equal to 0.95 of the an Exchangeable Share per Architel Common Share. Each holder of Architel Common Shares (other than, for greater certainty, Amdocs Holdco and Dissenting Shareholders) will receive that whole number of Exchangeable Shares resulting from the exchange of such Primetech holder's Architel Common Shares. In lieu of fractional Exchangeable Shares, each holder of a Architel Common Share who otherwise would be entitled to receive a fraction of an Exchangeable Share shall be paid by Architel an amount determined in accordance with the Plan of Arrangement. (e) The aggregate stated capital attributable to the Exchangeable Shares will be equal to the aggregate stated capital attributable to the Architel Common Shares immediately prior to the Arrangement. (f) The one outstanding Class A Preferred Share will be exchanged for one Architel Common Share and the holder thereof shall cease to be a holder of the Class A Preferred Share, shall have its name removed from the register of holders of Primetech Common Class A Preferred Shares and added shall become a holder of the one fully paid and non-assessable Architel Common Share to which it is entitled as a result of the register of holders of Celestica Subordinate Voting Shares, exchange referred to in this paragraph (f) and Celestica will such holder's name shall be added to the register of holders of Primetech Architel Common Shares. Shares accordingly. (g) The stated capital account in respect of attributable to the Celestica Subordinate Voting Shares issued as consideration for such Primetech one Architel Common Shares Share shall be increased by an amount equal to the lesser of: (i) the maximum amount permitted to be added stated capital attributable to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant one Class A Preferred Share prior to the OBCAArrangement. (ch) In respect Each of each Holdco Share transferred pursuant the then outstanding options to Section 2.2(a)purchase Architel Common Shares (collectively, the name of the Holdco Shareholder will be removed from the register of holders of common shares of the Holdco and Celestica will be added to the register of the common shares of the Holdco and the name of such Holdco Shareholder will be added to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of (i"Architel Options") the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA. (d) Primetech Options will be treated as follows: (i) each Primetech Option (including each unvested Primetech Optionall outstanding options granted under Architel's 1994 Flexible Share Incentive Plan, the 1996 Stock Option Plan, Accugraph Corporation 1992 Directors and Officers Stock Option Plan, Accugraph Corporation Key Employee Stock Option Plan and Accugraph Corporation 1996 Stock Option Plan (the "Architel Option Plans")) that has not been exercised prior to will, without any further action on the Effective Date will part of any holder thereof, be disposed of and exchanged for a new an option (an collectively, the "EXCHANGED OPTIONAmdocs Options") with the same terms as the Primetech Option except as set out herein (including as to vesting and termination, but subject to Clause (ii) of this Subsection 2.2(d)); (ii) thereafter, each such Exchanged Option will entitle its holder to purchase that number of ordinary voting shares, par value (pound sterling) 0.01 per share, of Amdocs (collectively, "Amdocs Ordinary Shares") determined by multiplying the number of Celestica Subordinate Voting Shares equal to the product of (A) the Share Exchange Ratio and (B) the number of Primetech Architel Common Shares subject to such Primetech Architel Option at the Effective Time by the Exchange Ratio (rounded down to the nearest whole share), at an exercise price per Amdocs Ordinary Share equal to the the exercise price per Architel Common Share of such Architel Option immediately prior to the exchange, for an exercise price per Celestica Subordinate Voting Share equal to the exercise price per share of such Primetech Option immediately prior to the exchange Effective Time divided by the Share Exchange Ratio; Ratio (rounded up to the nearest whole cent). Except as provided above, the term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms and conditions of the Architel Options will otherwise continue with respect to the Amdocs Options. Continuous employment with Architel or any of the Architel Subsidiaries (iiias hereinafter defined) Celestica will assume Primetech's obligations under the Primetech Option Plan and will be entitled credited to Primetech's rights thereunder, including the right to receive the exercise price upon the exercise an optionee of Exchanged Options. If the foregoing calculations result in any Exchanged Option being exercisable Architel for a fraction purposes of a Celestica Subordinate Voting Share, then determining the number of Celestica Subordinate Voting Amdocs Ordinary Shares subject to such Exchanged exercise under an exchanged Architel Option will be rounded down to after the next whole number, Effective Time. (i) Exchangeable Shares in accordance with the Voting and the aggregate exercise price for such Exchanged Option will be reduced by the exercise price of such fractional Celestica Subordinate Voting Share. The Primetech Option Plan will be deemed to be and shall be amended to give effect to the foregoing provisions of this Subsection 2.2(dExchange Trust Agreement (as hereinafter defined). (ej) In lieu of delivery of fractional Celestica Subordinate Voting Shares to the holders of Primetech Common Shares or of Amdocs Holdco Shares, each holder of Primetech Common Shares or of Holdco Shares who would otherwise shall be entitled to receive a fraction enforce the exchange rights and call rights set out in Articles 5, 6 and 7 of a Celestica Subordinate Voting the Exchangeable Share shall Provisions set forth in Appendix A to the Plan of Arrangement and in Sections 5.1 and 5.2 of the Plan of Arrangement and in exercising such rights Amdocs Holdco will not be paid an amount in cash determined in accordance with Section 4.3 hereofrequired to purchase Exchangeable Shares from itself, Amdocs or Amdocs Parentco.