0001354488-09-002314 Sample Contracts

ARRANGEMENT AGREEMENT AMONG INTERNATIONAL ABSORBENTS INC.
Arrangement Agreement • December 15th, 2009 • International Absorbents Inc • Converted paper & paperboard prods (no contaners/boxes) • Delaware

This ARRANGEMENT AGREEMENT dated December 14, 2009 (this "Agreement") is made and entered into by and among IAX Acquisition Corporation, a corporation incorporated under laws of the State of Delaware ("Parent"), IAX Canada Acquisition Company Inc., a corporation incorporated under the laws of the Province of British Columbia and a wholly-owned Subsidiary of Parent ("Subco"), and International Absorbents Inc., a corporation incorporated under the laws of the Province of British Columbia (the "Company"). Parent, Subco and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties". Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 8.04 hereof.

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