Common use of Articles of Arrangement Clause in Contracts

Articles of Arrangement. The Articles of Arrangement will, together with all other matters as are necessary to effect the Arrangement, implement the Plan of Arrangement, as a result of which, among other things: 2.4.1. each Corel Common Share (other than Corel Common Shares held by Vector or its Affiliates) will be converted into one Corel Series B Share and one Corel New Common Share. Each Corel Series B Share will be allocated stated capital in an amount equal to the Corel Series B Stated Capital, which amount will be specified in the final version of the Plan of Arrangement attached to the Circular while the difference between the total stated capital previously allocated to the Corel Common Shares as a class and the stated capital allocated to the Corel Series B Shares as a class will be allocated to the Corel New Common Shares; 2.4.2. each Corel Series B Share will be transferred on closing to BuyerCo for a per share amount equal to the Corel Series B Purchase Price; 2.4.3. each Corel New Common Share will be transferred on closing to Vector for a per share amount equal to $1.05 less the Corel Series B Purchase Price; 2.4.4. all agreements governing Corel Convertible Securities, to the extent not already provided, will be deemed to have been retroactively amended as necessary to permit any unexercised Corel Convertible Security to be exercised, exchanged or converted no later than two Business Days following the Meeting and to provide that each holder of a Corel Convertible Security will be entitled as an alternative to exercising the Corel Convertible Security to receive in lieu a cash amount from Corel equal to the excess of $1.05 over any amount payable in connection with the exercise, conversion or exchange of the Corel Convertible Security into one Corel Share, multiplied by the number of shares subject to the Corel Convertible Security which could be exercised, converted or exchanged at the Meeting Date; and all unexercised Corel Convertible Securities will be cancelled upon the Arrangement becoming effective; and 2.4.5. Corel, AssetCo and BuyerCo will amalgamate.

Articles of Arrangement. The Articles of Arrangement willshall, together with all such other matters as are necessary to effect the Arrangement, implement and all as subject to the provisions of the Plan of Arrangement (including as described in section 2.9), provide as follows: (a) the authorized share capital of Cableshare shall be increased by the creation of an unlimited number of a new class of common shares ("Cableshare New Common Shares"), an unlimited number of a new class of exchangeable shares ("Exchangeable Shares") if the same are to be issued pursuant to the Plan of Arrangement, as and an unlimited number of a result new class of whichpreferred shares, among issuable in series, each such class having the rights, privileges, restrictions and conditions described with respect to it in the Plan of Arrangement; (b) the authorized share capital of Cableshare shall be decreased by cancelling all of the authorized but unissued Class A Shares and Class B Shares; (c) each shareholder of Cableshare who has elected to receive Exchangeable Shares will receive that number of Exchangeable Shares equal to the aggregate number of Class A Shares and Class B Shares held of record by it, divided by the Exchange Ratio, provided that Exchangeable Shares are to be issued pursuant to the Plan of Arrangement; (d) each other things: 2.4.1. each Corel Common Share shareholder of Cableshare (other than Corel Common shareholders who exercise Dissent Rights and who are ultimately entitled to be paid the fair value of the Class A Shares and Class B Shares held by Vector them), and other than the Source Affiliates, will receive that number of Source Common Shares equal to the aggregate number of Class A Shares and Class B Shares held of record by it, divided by the Exchange Ratio; (e) immediately following the exchanges outlined in paragraph (d) above, each issued and outstanding Class A Share and Class B Share (all of which will be held by Source or its the Source Affiliates) will be converted into one Corel Series B Share and one Corel Cableshare New Common Share. Each Corel Series B Share ; and (f) the stated capital attributable to the Cableshare New Common Shares and the Exchangeable Shares will be allocated stated capital as set out in an amount equal to the Corel Series B Stated Capital, which amount will be specified in the final version of the Plan of Arrangement attached to the Circular while the difference between the total stated capital previously allocated to the Corel Common Shares as a class and the stated capital allocated to the Corel Series B Shares as a class will be allocated to the Corel New Common Shares; 2.4.2. each Corel Series B Share will be transferred on closing to BuyerCo for a per share amount equal to the Corel Series B Purchase Price; 2.4.3. each Corel New Common Share will be transferred on closing to Vector for a per share amount equal to $1.05 less the Corel Series B Purchase Price; 2.4.4. all agreements governing Corel Convertible Securities, to the extent not already provided, will be deemed to have been retroactively amended as necessary to permit any unexercised Corel Convertible Security to be exercised, exchanged or converted no later than two Business Days following the Meeting and to provide that each holder of a Corel Convertible Security will be entitled as an alternative to exercising the Corel Convertible Security to receive in lieu a cash amount from Corel equal to the excess of $1.05 over any amount payable in connection with the exercise, conversion or exchange of the Corel Convertible Security into one Corel Share, multiplied by the number of shares subject to the Corel Convertible Security which could be exercised, converted or exchanged at the Meeting Date; and all unexercised Corel Convertible Securities will be cancelled upon the Arrangement becoming effective; and 2.4.5. Corel, AssetCo and BuyerCo will amalgamateArrangement.

Articles of Arrangement. The Articles of Arrangement willshall, together with all such other matters as are necessary to effect the Arrangement, implement and all as subject to the provisions of the Plan of Arrangement, provide substantially as a result of which, among other thingsfollows: 2.4.1(a) eLandia shall make a capital contribution and issue 6,808,542 eLandia Common Shares to Holdings and, immediately upon receipt of such shares, Holdings shall make a capital contribution and transfer the 6,808,542 eLandia Common Shares to Acquisition Co.; (b) Datec shall transfer and assign all of the Offshore Assets to Holdco in exchange for Holdco Common Shares; (c) Datec shall permit the holders of Datec Convertible Securities to convert the Datec Convertible Securities into, or exchange them for or exercise the rights provided thereunder to purchase or otherwise acquire Datec Common Shares. each Corel If the conversion or other rights under the Datec Convertible Securities are not exercised prior to the Cut-Off Date, the holders of any unconverted or unexercised Datec Convertible Securities shall not receive any distribution pursuant to section 2.4(e); (d) Datec’s articles shall be amended to create New Datec Common Share Shares; (e) the Datec Common Shares (other than Corel Datec Common Shares held by Vector or its AffiliatesDissenting Shareholders) will shall be converted into one Corel Series B Share automatically cancelled and, in exchange therefor, the holders of Datec Common Shares shall receive (i) the same number of New Datec Common Shares, and one Corel (ii) a pro rata amount of all outstanding Holdco Common Shares less any Holdco Common Shares to be distributed to holders of Datec Convertible Securities under section 2.4(f); (f) Each outstanding Datec Convertible Security that has not been duly exercised prior to the time when same is permitted hereunder shall be automatically cancelled and, in exchange therefor, the holders of Datec Convertible Securities shall receive (i) the same number of New Datec Convertible Securities having the same terms and conditions as the Datec Convertible Securities held by such holder that are cancelled, except that the securities to be issued upon the exercise of the New Datec Convertible Securities shall be New Datec Common Shares and the exercise price shall be $0.10 (in Canadian funds) per New Datec Common Share. Each Corel Series B Share will be allocated stated capital in an amount equal to the Corel Series B Stated Capital, which amount will be specified in the final version and (ii) such number of the Plan of Arrangement attached to the Circular while the difference between the total stated capital previously allocated to the Corel Holdco Common Shares as a class and provided for in Schedule 2.4; (g) Acquisition Co. shall deposit with the stated capital allocated to Escrow Agent certificates evidencing 6,808,542 eLandia Common Shares registered in the Corel Series B Shares as a class will be allocated to names of the Corel New holders of Holdco Common Shares; 2.4.2. each Corel Series B Share will (h) all of the outstanding Holdco Common Shares shall be transferred on closing to BuyerCo automatically exchanged with Acquisition Co. for a per share pro rata amount equal to the Corel Series B Purchase Price; 2.4.3. each Corel New Common Share will be transferred on closing to Vector for a per share amount equal to $1.05 less the Corel Series B Purchase Price; 2.4.4. all agreements governing Corel Convertible Securities, to the extent not already provided, will be deemed to have been retroactively amended as necessary to permit any unexercised Corel Convertible Security to be exercised, exchanged or converted no later than two Business Days following the Meeting and to provide that each holder of a Corel Convertible Security will be entitled as an alternative to exercising the Corel Convertible Security to receive in lieu a cash amount from Corel equal to the excess of $1.05 over any amount payable in connection with the exercise, conversion or exchange of the Corel Convertible Security into one Corel Share, multiplied by the number of shares subject to the Corel Convertible Security which could be exercised, converted or exchanged at the Meeting Date; and all unexercised Corel Convertible Securities will be cancelled upon the Arrangement becoming effective6,808,542 eLandia Common Shares; and 2.4.5. Corel, AssetCo (i) the Escrow Agent will hold the certificates for the 6,808,542 eLandia Common Shares in escrow and BuyerCo will amalgamaterelease them over time as set forth in the Escrow Agreement.

Articles of Arrangement. The Articles of Arrangement willshall, together with all such other matters as are necessary to effect the Arrangement, implement and all as subject to the provisions of the Plan of Arrangement, provide substantially as a result of which, among other thingsfollows: 2.4.1. (a) each Corel outstanding TMB Common Share that is not held by a holder who has exercised its Dissent Rights and is ultimately entitled to be paid the fair value of TMB Common Shares (other than Corel TMB Common Shares held by Vector Parent or its Affiliates) any Subsidiary or affiliate thereof), will be converted into one Corel Series B Share exchanged by the holder thereof for that number of fully paid and one Corel New non-assessable Parent Common Share. Each Corel Series B Share will be allocated stated capital in an amount Shares equal to the Corel Series B Stated CapitalShare Exchange Ratio, which amount and the name of each such holder of TMB Common Shares will be specified in removed from the final version register of the Plan holders of Arrangement attached TMB Common Shares and added to the Circular while the difference between the total stated capital previously allocated to the Corel register of holders of Parent Common Shares and Parent or a Subsidiary of Parent, as a class and the stated capital allocated to the Corel Series B Shares as a class case may be, will be allocated to recorded as the Corel New registered holder of such TMB Common Shares; 2.4.2. each Corel Series B Share will be transferred on closing to BuyerCo for a per share amount equal to the Corel Series B Purchase Price; 2.4.3. each Corel New Common Share will be transferred on closing to Vector for a per share amount equal to $1.05 less the Corel Series B Purchase Price; 2.4.4. all agreements governing Corel Convertible Securities, to the extent not already provided, Shares so exchanged and will be deemed to have been retroactively amended be the legal and beneficial owner thereof; (b) each TMB Option outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged for an option granted by Parent (a “Converted Parent Option”) to acquire (on the same terms and conditions as necessary were applicable to permit such TMB Option pursuant to the relevant TMB Stock Option Plan under which it was issued and the agreement evidencing the grant thereof prior to the Effective Time) the number (rounded down to the nearest whole number) of Parent Common Shares determined by multiplying (A) the number of TMB Common Shares subject to such TMB Option immediately prior to the Effective Time by (B) the Share Exchange Ratio. The exercise price per Parent Common Share subject to any unexercised Corel such Converted Parent Option (the “Converted Parent Option Exercise Price”) will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per TMB Common Share subject to such TMB Option immediately prior to the Effective Time and (B) the Share Exchange Ratio, expressed in U.S. dollars based on the noon buying rate of the Bank of Canada on the last trading day immediately preceding the Effective Date. The conversion mechanism set forth in this section 2.3(b) shall be adjusted to the extent required to comply with Section 409A of the United States Internal Revenue Code and the rules, regulations and guidance promulgated thereunder, where applicable; (c) each TMB Warrant outstanding immediately prior to the Effective Time shall be deemed to be exchanged for a warrant to acquire (on the same terms and conditions as were applicable to such TMB Warrant pursuant to the terms under which it was issued and the agreement evidencing the issue thereof prior to the Effective Time) the number (rounded down to the nearest whole number) of Parent Common Shares determined by multiplying (A) the number of TMB Common Shares subject to such TMB Warrant immediately prior to the Effective Time by (B) the Share Exchange Ratio. The exercise price per Parent Common Share subject to any such TMB Warrant will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per TMB Common Share subject to such TMB Warrant immediately prior to the Effective Time and (B) the Share Exchange Ratio, expressed in U.S. dollars based on the noon buying rate of the Bank of Canada on the last trading day immediately preceding the Effective Date. The conversion mechanism set forth in this section 2.3(c) shall be adjusted to the extent required to comply with Section 409A of the United States Internal Revenue Code and the rules, regulations and guidance promulgated thereunder, where applicable, as reasonably determined by Parent’s counsel; and (d) each TMB Convertible Security outstanding immediately prior to the Effective Time shall be deemed to be exercised, exchanged or converted no later than two Business Days following for a convertible security granted by Parent to acquire (on the Meeting same terms and conditions as were applicable to provide that each holder such TMB Convertible Security pursuant to the terms under which it was issued and the agreement evidencing the issue thereof prior to the Effective Time) the number (rounded down to the nearest whole number) of a Corel Parent Common Shares determined by multiplying (A) the number of TMB Common Shares subject to such TMB Convertible Security immediately prior to the Effective Time by (B) the Share Exchange Ratio. The exercise price per Parent Common Share subject to any such TMB Convertible Security will be entitled as an alternative amount (rounded up to exercising the Corel Convertible Security to receive in lieu a cash amount from Corel nearest whole cent) equal to the excess quotient of $1.05 over any amount payable (A) the exercise price per TMB Common Share subject to such TMB Convertible Security immediately prior to the Effective Time and (B) the Share Exchange Ratio, expressed in connection with U.S. dollars based on the exercise, conversion or exchange noon buying rate of the Corel Convertible Security into one Corel Share, multiplied by Bank of Canada on the number of shares subject last trading day immediately preceding the Effective Date. The conversion mechanism set forth in this section 2.3(d) shall be adjusted to the Corel Convertible Security which could be exercisedextent required to comply with Section 409A of the United States Internal Revenue Code and the rules, converted or exchanged at the Meeting Date; regulations and all unexercised Corel Convertible Securities will be cancelled upon the Arrangement becoming effective; and 2.4.5. Corelguidance promulgated thereunder, AssetCo and BuyerCo will amalgamatewhere applicable.