Common use of The Arrangement Clause in Contracts

The Arrangement. 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 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; (b) 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, the Certificate of Merger shall be filed by the Company with the Connecticut Secretary of the State pursuant to all applicable provisions of the 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 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 3.01 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"), shall, without any further action by or on behalf of a holder of Company Shares and in accordance with the applicable provisions of the 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 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) 142 BC shall issue to each holder of Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, in accordance with this Plan of Arrangement.

The Arrangement. The CompanyCommencing at the Effective Time on the Effective Date, 142 BC each of the events set out below shall occur and Acquireco agree that the Arrangement shall be implemented 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 subject has not been duly exercised prior to the conditions contained 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 Agreement and the Plan of Arrangement, and subject to (for greater certainty) applicable withholdings in connection therewithaccordance with Section 5.3, shall be transferred by the Parties agree that: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). (a2) upon Five minutes following the terms step contemplated in Section 3.1(1), notwithstanding any contingent vesting provisions to which a Tundra RSU might otherwise have been subject, and subject to the conditions set forth without any further action on behalf of any holder of such Tundra RSU and without any payment except as provided in this Agreement and Plan of Arrangement, Tundra shall accelerate the vesting of each outstanding, unvested Tundra RSU in accordance with the Connecticut Act 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 BCBCAholder 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, at 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, Acquireco Time shall be merged deemed to be transferred by the holder thereof, without any act or formality on its part, 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 accordance 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 CompanyArticle IV hereof, and the Surviving Company name of such holder shall be a wholly-owned Subsidiary removed from the register of 142 BC;holders of Tundra Shares and 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. (b4) 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 Effective Time shall be transferred by the holder thereof to Parent SubCo and each holder thereof shall be entitled to receive, in exchange therefor and subject to the provisions of Section 3.3 hereof, a cash amount equal to the Amended Consideration, and Restated Arrangement Agreement, certificate the names of merger in substantially the form attached hereto as Exhibit A (the "Certificate holders of Merger") such Tundra Shares transferred to Parent SubCo shall be duly executed by removed from the Company and Acquireco and, on the Effective Date, the Certificate register of Merger shall be filed by the Company with the Connecticut Secretary holders of the State pursuant to all applicable provisions of the Connecticut Act; (c) the consideration for the Merger shall be comprised of, in respect of each and every Company Share, the Consideration Tundra Shares, and in respect Parent SubCo shall be recorded as the registered holder of each the Tundra Shares so transferred and every Company Warrant, shall be the Consideration Warrants;legal and beneficial owner thereof. (d5) each Company Share held by Dissenting Shareholders Five minutes following the steps contemplated in respect of which Appraisal Rights have been validly exercised shall, in accordance with the applicable provisions of the Connecticut Act, be cancelled Sections 3.1(3) and converted into the right to be paid fair value for such Company Shares as set out in Section 3.01 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"4), shalleach Out-Of-The-Money Tundra Option that is outstanding and that has not been duly exercised prior to the Effective Time, whether or not vested, without any further action by or on behalf of any holder of such Out-Of-The-Money Tundra Option, shall be exchanged for an option (a “Replacement Option”) to purchase from Parent the number of Parent Shares (rounded down to the nearest whole number of such shares) equal to the product obtained by multiplying (i) the Exchange Ratio by (ii) the number of Tundra Shares subject to such 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 Company 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 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 Tundra Share of such Out-Of-The-Money Tundra Option immediately prior to the Effective Time by (y) the Exchange Ratio, divided by (ii) the Currency Exchange Rate. Except as otherwise set out in this section 3.1(5), each Replacement Option shall be governed by the terms and conditions of the Tundra Stock Option Plan and 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 made thereto as are necessary to ensure 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, if the directors of Parent determine in good faith that the excess of the aggregate fair market value of the Parent Shares subject to the Replacement Option immediately after the issuance of the Replacement Option over the aggregate option exercise price for such shares pursuant to the Replacement Option (such excess, referred to as the “Post-Exchange Option Value”) would otherwise exceed the excess of the aggregate fair market value of the Tundra Shares subject to such Tundra Option immediately before the issuance of the Replacement Option over the aggregate option exercise price for such shares pursuant to such Tundra Option (such excess, referred to as the “Pre-Exchange Option Value”), the previous provisions in this Section 3.1(5) shall be 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 Parent Shares subject to a Replacement Option shall be 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 Effective Time, the exercise price, the number of Parent Shares and the terms and conditions of the Replacement Option shall be determined in accordance a manner consistent with the applicable provisions requirements of Section 424(a) of the 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 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 ArrangementIRC. (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) 142 BC shall issue to each holder of Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, in accordance with this Plan of Arrangement.

The Arrangement. The CompanyArrangement shall provide that, 142 BC and Acquireco agree that the parties --------------- covenant to take such steps as are necessary to ensure that, commencing at the Arrangement Effective Time, the following shall occur and shall be implemented deemed to occur 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 thatfollowing order: (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 the Effective Time, Acquireco The authorized share capital of CN shall be merged with and into reorganized by the Companycreation of the following four classes of shares in the capital of CN; (i) a class of shares, designated as CN Voting Shares, the separate existence authorized number 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 which shall be unlimited; (ii) a whollyclass 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-owned Subsidiary voting Equity Shares, the authorized number of 142 BC;which shall be unlimited. (b) subject Each outstanding CN Common Share shall be changed into a number of CN Voting Shares equal to the provisions Exchange Ratio and a number of CN Exchangeable Shares equal to the Amended 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 Restated Arrangement Agreementwith respect to which such holder has elected, certificate in a duly completed and timely submitted letter of merger in substantially the form attached hereto as Exhibit A 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 "Certificate of MergerNewco Elected Exchangeable Share") shall be duly executed -------------------------------- transferred by the Company and Acquireco andholder thereof, without any further act or formality on such holder's part, to NAR Subco in exchange for one Newco Common Share issued by Newco. Notwithstanding the Effective Dateforegoing, each holder of CN Common Shares who is not a resident of Canada for purposes of the Certificate Income Tax Act (Canada) at the Election Deadline (as defined in the Plan of Merger Arrangement) shall be filed by the Company with the Connecticut Secretary deemed to have elected to exchange all of the State CN Exchangeable Shares issuable to such holder pursuant to all applicable provisions of the Connecticut Act; (c) Arrangement for Newco Common Shares and the consideration for the Merger CN Exchangeable Shares to which such holder is entitled shall be comprised of, in respect of each and every Company Share, the Consideration deemed for all purposes to be Newco Elected Exchangeable Shares, except where and to the extent that such holder specifically elects in respect a duly completed and timely submitted letter of each transmittal and every Company Warrant, the Consideration Warrants;election form not to have such exchange occur. (d) each Company Share held by Dissenting Shareholders in respect of which Appraisal Rights have been validly exercised shall, in accordance Simultaneously with the applicable provisions change in share capital under Section 2.7(b) -------------- and the transfer to Newco and exchange under Section 2.7(c) of the Connecticut ActNewco Elected -------------- Exchangeable Shares, each Newco Elected Exchangeable Share shall be cancelled and converted into the right to be paid fair value for such Company Shares as set out in Section 3.01 of the Plan of Arrangement in accordance with the applicable provisions of the Connecticut Act;one CN Special Limited Voting Share and one CN Non-voting Equity Share. (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 Simultaneously 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"change in share capital under Section 2.7(b), shall, without any further action by or on behalf -------------- the transfer to NAR Subco and exchange under Section 2.7(c) of a holder of Company the Newco Elected -------------- Exchangeable Shares and in accordance with the applicable provisions conversion under Section 2.7(d) of the Connecticut ActNewco Elected -------------- Exchangeable Shares, NAR Subco shall and shall 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 deemed to have any rights as holders of such Company Shares other than the rights subscribed for and agreed to be paid the Consideration per Company Share in accordance with the Plan of Arrangement. (f) 142 BC purchase and CN shall issue and sell to each Consenting Shareholder a pro rata portion of the Consideration Shares for each Company Share, in accordance with the Plan of Arrangement. NAR Subco one (a) 142 BC shall issue to each holder of Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, in accordance with this Plan of Arrangement.1)

The Arrangement. The CompanyAs promptly as practicable after the execution of this Agreement, 142 BC IVI will apply to the Ontario Court of Justice (General Division) (the "Court") pursuant to Section 192 of the CBCA for an interim order in form and Acquireco agree that 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 shall be implemented in accordance with under Section 192 of the terms CBCA and subject pursuant to the conditions contained in this Agreement and 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 connection therewithsuch 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") shown on the Certificate of Arrangement issued by the Director under the CBCA giving effect to the Arrangement, the Parties agree thatfollowing reorganization of capital shall occur and shall be deemed to occur in the following order without any further act or formality: (a) upon The Articles of Continuation of IVI shall be amended to authorize a class of exchangeable shares (the terms "Exchangeable Shares") and subject one Series A Preferred Share of IVI (the "Series A Preferred Share"). (b) IVI shall issue to Newco one Series A Preferred Share in consideration of the issuance by Newco to IVI of one share of the preferred stock, $.01 par value, of Newco (the "Newco Preferred Stock"). The stated capital of the Series A Preferred Share shall be equal to the conditions set forth 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 this Agreement and respect of the Series A Preferred Share. (c) Each of the outstanding IVI Common Shares (other than IVI Common Shares held by holders who have exercised their rights of dissent in accordance with the Connecticut Act and the BCBCA, at 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; (b) 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, the Certificate of Merger shall be filed by the Company with the Connecticut Secretary of the State pursuant to all applicable provisions of the 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 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 3.01 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) will be exchanged either (i) with IVI, for a number of Exchangeable Shares by at the Company IVI Exchange Ratio or (ii) with Newco, for a number of shares of Newco Common Stock at the "Consenting Shareholders")IVI Exchange Ratio, shall, without any further action by or on behalf at the holder's election and Newco shall issue such number of a shares of Newco Common Stock. Each holder of Company IVI Common Shares and in accordance with the applicable provisions of the 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 to have any rights as holders of such Company Shares other than the IVI Common Shares held by holders who have exercised their rights to be paid the Consideration per Company Share of dissent in accordance with the Plan of Arrangement and who are ultimately entitled to be paid fair value for such shares) will receive that whole number of Exchangeable Shares or shares of Newco Common Stock, as the 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 issued and no certificate therefor will be issued. Any holder of IVI Common 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 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) 142 BC 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 issue cease to each Consenting Shareholder be a pro rata portion holder of the Consideration Shares for each Company 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 cancelled by IVI. (h) The stated capital of the one IVI Common Share referred to in accordance with Section 2.1(g) shall be equal to the Plan stated capital of the one Series A Preferred Share prior to the Arrangement. (ai) 142 BC The Newco Preferred Stock shall issue to each holder be purchased from IVI by Newco for the fair market value determined by the board of Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, directors of IVI in accordance with this Plan of ArrangementSection 2.1(b) and immediately thereafter shall be cancelled by Newco.

The Arrangement. The CompanyAt the Effective Time, 142 BC and Acquireco agree that the Arrangement shall be implemented in accordance with pursuant to the terms and subject to the conditions contained in this Agreement hereof and the Plan of Arrangement, Corporation and in connection therewith, Offeror will effect a combination of their respective businesses by way of Arrangement under the Parties agree thatBCBCA pursuant to which: (a) upon the terms 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 conditions set forth in this Agreement and in accordance with Plan of Arrangement, consideration consisting of, for each Corporation Common Share held 0.625 of an Offeror Common Share (the Connecticut Act and the BCBCA, at 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“Consideration”); (b) in accordance with the Corporation Option Plan, including section 3.15 thereof, each holder of a Corporation Option outstanding immediately prior to the Effective Time shall be entitled to receive (and shall accept), upon the 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 the number of Corporation Common Shares to which such holder was theretofore entitled upon such exercise and each such Corporation Option shall continue to be governed by and be subject to the provisions terms of the Amended Corporation Option Plan 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, the Certificate of Merger shall be filed by the Company with the Connecticut Secretary of the State pursuant to all any applicable provisions of the Connecticut Actagreement thereunder; (c) each holder of a Corporation Warrant outstanding immediately prior to the consideration 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 Merger 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 the number of Corporation Common Shares to which such holder was theretofore entitled upon such exercise and each such Corporation Warrant shall be comprised ofgoverned by and be subject to the 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 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 respect lieu of each and every Company Shareany Corporation Common Shares, units or common share purchase warrants of Corporation or other consideration, the Consideration Sharesnumber 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 the number of Corporation Common Shares to which such holder was theretofore entitled upon such exercise and in respect one-half of one common share purchase warrant to purchase Offeror Common Shares for each such Offeror Common Share and every Company Warrant, each such Corporation Warrant shall be governed by and be subject to the Consideration terms of the certificate to be issued by Offeror representing such Corporation Warrants;; and (d) each Company Share held by Dissenting Shareholders in respect of which Appraisal Rights have been validly exercised shall, in accordance Corporation shall amalgamate with Acquireco and Corporation shall be the applicable provisions of the Connecticut Act, be cancelled and converted into the right to be paid fair value for such Company Shares surviving corporation; all as set out in Section 3.01 of forth in, and subject to 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")terms of, shall, without any further action by or on behalf of a holder of Company Shares and in accordance with the applicable provisions of the 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 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) 142 BC shall issue to each holder of Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, in accordance with this Plan of Arrangement.

The Arrangement. The Companyother documents to be filed with the Court in connection with obtaining the Interim Order, 142 BC which application and Acquireco agree that 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. (the "Effective Time") on the date (the "Effective Date") shown on the certificate of arrangement issued by the Director under the CBCA giving effect to the Arrangement, the following reorganization of capital and other transactions shall occur and shall be implemented deemed to occur 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 thatfollowing order without any further act or formality: (a) upon The articles of incorporation of Architel shall be amended to: (i) delete the terms preferred shares from the authorized share capital, (ii) replace the rights, privileges, restrictions and subject conditions attaching to the conditions common shares of Architel (the "Architel Common Shares") with those substantially as set forth in this Agreement Appendix A to the Plan of Arrangement and in accordance with (iii) authorize an unlimited number of exchangeable shares (the Connecticut Act "Exchangeable Shares") and one Class A Preferred Share (the BCBCA"Class A Preferred Share") of Architel having the respective rights, at the Effective Timeprivileges, Acquireco shall be merged with restrictions and into the Company, the separate existence of Acquireco shall cease and the Company shall continue conditions substantially as the Surviving Company in the Merger; the Merger shall have the effects set forth in this Agreement and in Appendix A to the applicable provisions Plan 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;Arrangement. (b) subject 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 provisions 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 the Amended and Restated Arrangement Agreement, certificate of merger in substantially the form attached hereto as Exhibit Class A (the "Certificate of Merger") shall be duly executed by the Company and Acquireco and, on the Effective Date, the Certificate of Merger shall be filed by the Company with the Connecticut Secretary of the State pursuant to all applicable provisions of the Connecticut Act;Preferred Share. (c) Each of the consideration Architel Common Shares (other than, for the Merger shall be comprised of, in respect of each and every Company Sharegreater certainty, the Consideration Shares, Architel Common Share subscribed for by Amdocs Holdco pursuant to subsection (f) below and in respect of each and every Company Warrant, the Consideration Warrants; (d) each Company Share Architel Common Shares held by Dissenting Shareholders in respect (as hereinafter defined)) will be exchanged for a number of which Appraisal Rights 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 Exchangeable Shares as set out in Section 3.01 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 Exchange Ratio") at an exchange ratio equal to 0.95 of 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 holder's Architel Common Shares. In lieu of fractional Exchangeable Shares, shall, without any further action by or on behalf each holder of a holder of Company Shares and in accordance with the applicable provisions of the Connecticut Act, Architel Common Share who otherwise would be cancelled and converted into the right entitled to receive four thousand nine hundred (4,900) Consideration a fraction of an Exchangeable 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 to have any rights as holders of such Company Shares other than the rights to be paid the Consideration per Company Share 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) 142 BC The one outstanding Class A Preferred Share will be exchanged for one Architel Common Share and the holder thereof shall issue cease to each Consenting Shareholder be a pro rata portion holder of the Consideration Shares for each Company Class A Preferred Share, shall have its name removed from the register of holders of Class A Preferred Shares and 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 exchange referred to in this paragraph (f) and such holder's name shall be added to the register of holders of Architel Common Shares accordingly. (g) The stated capital attributable to the one Architel Common Share shall be equal to the stated capital attributable to the one Class A Preferred Share prior to the Arrangement. (h) Each of the then outstanding options to purchase Architel Common Shares (collectively, the "Architel Options") (including all 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")) will, without any further action on the part of any holder thereof, be exchanged for an option (collectively, the "Amdocs Options") 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 Architel Common Shares subject to such 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 Effective Time divided by the Exchange 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 (as hereinafter defined) will be credited to an optionee of Architel for purposes of determining the number of Amdocs Ordinary Shares subject to exercise under an exchanged Architel Option after the Effective Time. (i) Exchangeable Shares in accordance with the Plan of ArrangementVoting and Exchange Trust Agreement (as hereinafter defined). (aj) 142 BC Amdocs Holdco shall issue be entitled to each holder enforce the exchange rights and call rights set out in Articles 5, 6 and 7 of Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, the Exchangeable Share Provisions set forth in accordance with this Appendix A to the Plan of ArrangementArrangement and in Sections 5.1 and 5.2 of the Plan of Arrangement and in exercising such rights Amdocs Holdco will not be required to purchase Exchangeable Shares from itself, Amdocs or Amdocs Parentco.

The Arrangement. The Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following 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, 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 thatPurchaser or any other person: (a) upon At the Effective Time the following actions shall occur in the following order: (i) notwithstanding the terms and 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 conditions set forth in this Agreement Effective Time (and in accordance when aggregated with the Connecticut Act and other Purchaser Replacement Options of a holder results in a fraction of a Purchaser Share, they shall be rounded down to the BCBCA, at 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, Acquireco 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 merged with governed by the terms of the Long Term Incentive Plan and into 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 CompanyTax Act apply to such exchange of Company Options. Accordingly, and notwithstanding the foregoing, if required, the separate existence exercise price of Acquireco shall cease 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 shall continue Shares issuable in connection therewith will be deemed to be issued to such Company PSU holder as the Surviving Company fully paid and non-assessable common shares in the Merger; authorized share structure of Company provided that no share certificates shall be issued with respect to such shares; (iii) the Merger shall have vesting of each Company RSU will be accelerated and each Company RSU will be surrendered by 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 Company RSU holder for one Company Share less any amounts withheld pursuant to Section 5.4 and the Company shall vest 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 Surviving Company, all liabilities and duties authorized share structure of Acquireco and the Company shall become liabilities and duties of the Surviving Company, and the Surviving Company provided that no share certificates shall be a wholly-owned Subsidiary of 142 BC;issued with respect to such shares. (b) subject to Following the provisions of the Amended and Restated Arrangement Agreement, certificate of merger steps 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, the Certificate of Merger shall be filed by the Company with the Connecticut Secretary of the State pursuant to all applicable provisions of the Connecticut Act;Section 2.3(a): (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; (di) each Company Share held by a Dissenting Shareholders in respect of which Appraisal Rights have been validly exercised shall, in accordance with the applicable provisions of the Connecticut Act, Company Shareholder shall be cancelled and converted into the right deemed to be paid fair value for such Company Shares as set out in Section 3.01 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 transferred by the Company (the "Consenting Shareholders"), shallholder thereof, without any further action by act or formality on behalf its part, free and clear of all liens, claims and encumbrances, to the Company and the Company shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 3, and the name of such holder shall be removed from the central securities register of the Company as a holder of Company Shares and in accordance with the applicable provisions Company Shares so transferred will be cancelled; (ii) each issued Company Share held by a Former Company Shareholder (other than a Dissenting Company Shareholder or the Purchaser or any subsidiary of the Connecticut ActPurchaser but including, for greater certainty, any Company Shares issued pursuant to Sections 2.3(a)(ii) and 2.3(a)(iii)) shall be cancelled and converted into transferred to the right Purchaser in exchange for the Share Consideration, subject to receive four thousand nine hundred (4,900) Consideration Share less amounts withheld and remitted in accordance with Section 4.01 Article 4. Following completion of this step, the Purchaser will be the holder of all of the Plan issued and outstanding Company Shares; and (iii) all Company Shares, each of Arrangementwhich is now held by the Purchaser, will be contributed by the Purchaser to Purchaser Holdco in consideration for a corresponding number of common shares in the capital of Purchaser Holdco. In accordance with Following completion of this step, Purchaser Holdco will be the applicable provisions holder of all of the Connecticut Act, the holders of such issued and outstanding Company Shares shall cease to be and the holders thereof or 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 central securities register of the Consideration Shares Company will be revised accordingly. The exchanges and cancellations provided for each Company Sharein this Section 2.3 will be deemed to occur on the Effective Date, in accordance with notwithstanding that certain of the Plan of Arrangementprocedures related thereto are not completed until after the Effective Date. (a) 142 BC shall issue to each holder of Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, in accordance with this Plan of Arrangement.

The Arrangement. The Company, 142 BC and Acquireco agree that On 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 therewithEffective Date, the Parties agree thatfollowing shall occur and be deemed to occur in the following order without any further act or formality: (a) upon the terms and subject outstanding Poda Shares will be subdivided such that the number of Poda Shares outstanding immediately following such subdivision shall be equal to the conditions set forth in this Agreement number of issued and in accordance with the Connecticut Act and the BCBCA, outstanding Invictus Shares as at 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 BCDate; (b) subject to the provisions authorized capital of Invictus will be amended by: (i) the elimination of the Amended and Restated Arrangement Agreement, certificate Invictus Class A Preferred Shares from the authorized share structure of merger in substantially Invictus; (ii) the form attached hereto as Exhibit A alteration of the Invictus Shares by changing their identifying name to "Class A" common shares (the "Certificate Old Invictus Shares"); and (iii) the creation of Mergeran unlimited number of common shares without par value (the "New Invictus Shares") shall 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 duly executed by the Company and Acquireco and, on the Effective Date, the Certificate of Merger shall be filed by the Company with the Connecticut Secretary of the State pursuant to all applicable provisions of the Connecticut Actamended accordingly; (c) each Invictus Stock Option outstanding immediately before the consideration Effective Date will be exchanged for: (i) a stock option to be issued by Invictus (a "New Invictus Stock Option") pursuant to 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 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 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 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 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 Effective Time, such holder had been the registered holder of the number of Invictus 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. 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 Merger shall be comprised event that the aggregate of, : (1) the New Invictus Stock Option In-The-Money Amount in respect of each and every Company Share, an Invictus Stock Option; and (2) the Consideration Shares, and Poda Stock Option In-The-Money Amount in respect of each and every Company Warrantan Invictus Stock Option exceeds the Old Invictus Stock Option In-The-Money Amount in respect of the Invictus Stock Option, the Consideration Warrantsnumber of (i) New Invictus Shares which may be acquired on exercise of the New Invictus Stock Option at and after the Effective Time, and (ii) Poda Shares which may be acquired on exercise of the Poda 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 Poda Stock Option In-The-Money Amount in respect of an Invictus Stock Option does not exceed the Old Invictus Stock Option-In The Money Amount in respect of the Invictus Stock Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be 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 related Invictus Stock Option except that: (A) all Poda Stock Options issued hereunder shall vest and become exercisable in full on the Effective Date; and (B) the 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 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 terms of the Poda's stock option plan); (d) each Company issued Invictus Share held by a Shareholder (other than a Dissenting Shareholders Shareholder) will be transferred to Invictus in respect of which Appraisal Rights 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 3.01 of the Plan of Arrangement in accordance with the applicable provisions of the Connecticut Actexchange for: (i) one New Invictus Share; and (ii) one Poda Share; (e) each outstanding Company issued Invictus Share other than the Company Shares that are held by a Dissenting Shareholders who have validly exercised their Appraisal Rights 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; (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 Connecticut Act and who are ultimately entitled to be paid the fair value for such Company Shares by the Company (the "Consenting Shareholders"), shall, without any further action by or on behalf of a holder of Company Shares and in accordance with the applicable provisions terms of the Connecticut ActInvictus Warrant Certificates, be cancelled and converted into the right to receive four thousand nine hundred (4,900A) 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 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) 142 BC shall issue to each holder of Company Warrants four thousand nine hundred an Invictus Warrant outstanding immediately prior to the Effective Time shall receive (4,900and such holder shall accept) Consideration Warrant for each Company upon the exercise of such holder's Invictus Warrant, in accordance with lieu of each Invictus Share to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the number of New Invictus Shares and Poda Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of ArrangementArrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Invictus Shares to which such holder was theretofore entitled upon exercise of the Invictus Warrants; and (B) such Invictus Warrant shall continue to be governed by and be subject to 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 Arrangement without further approval, ratification or confirmation by the Shareholders.

The Arrangement. The CompanyCommencing at 12:01 a.m. (Montreal time) on the Effective Date, 142 BC and Acquireco agree that the Arrangement shall be implemented in accordance with the terms and subject to the conditions contained 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 Agreement and Section 2.2, with each transaction or event being deemed to occur immediately after the Plan occurrence of Arrangement, and in connection therewith, the Parties agree thattransaction or event immediately preceding it: (a) upon 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 terms and subject to the conditions set forth in this Agreement and in accordance with the Connecticut Act and the BCBCA, at 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;Consideration. (b) subject 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 provisions 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 Amended and Restated Arrangement Agreement, certificate of merger in substantially the form attached hereto Celestica Subordinate Voting Shares issued as Exhibit A (the "Certificate of Merger") consideration for such Primetech Common Shares shall be duly executed increased by an amount equal to the Company and Acquireco and, on lesser of: (i) the Effective Date, maximum amount permitted to be added to the Certificate paid-up capital of Merger shall be filed by the Company with the Connecticut Secretary such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the State Celestica Subordinate Voting Shares pursuant to all applicable provisions Subsection 85.1(2.1) of the Connecticut 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 consideration for name of the Merger shall Holdco Shareholder will be comprised of, 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 each and every Company Share, the Consideration SharesCelestica 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 in respect of each and every Company Warrant, (ii) the Consideration Warrants;amount permitted to be added pursuant to the OBCA. (d) Primetech Options will be treated as follows: (i) each Company Share held by Dissenting Shareholders in respect Primetech Option (including each unvested Primetech Option) that has not been exercised prior to the Effective Date will be disposed of which Appraisal Rights have been validly exercised shall, in accordance and exchanged for a new option (an "EXCHANGED OPTION") with the applicable provisions 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 Connecticut Actnumber 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 cancelled and converted into 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 paid fair value rounded down to the next whole number, and the aggregate exercise price for such Company Shares as set out in Section 3.01 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 Plan of Arrangement in accordance with the applicable foregoing provisions of the Connecticut Act;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 outstanding Company Share other than the Company holder of Primetech Common Shares that are held by Dissenting Shareholders or of Holdco Shares who have validly exercised their Appraisal Rights in accordance with the Connecticut Act and who are ultimately would otherwise be entitled to receive a fraction of a Celestica Subordinate Voting Share shall be paid the fair value for such Company Shares by the Company (the "Consenting Shareholders"), shall, without any further action by or on behalf of a holder of Company Shares and an amount in accordance with the applicable provisions of the Connecticut Act, be cancelled and converted into the right to receive four thousand nine hundred (4,900) Consideration Share less amounts withheld and remitted cash determined 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 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 Arrangement4.3 hereof. (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) 142 BC shall issue to each holder of Company Warrants four thousand nine hundred (4,900) Consideration Warrant for each Company Warrant, in accordance with this Plan of Arrangement.