Common use of The Amalgamation Clause in Contracts

The Amalgamation. DecisionPoint and MergerCo shall amalgamate to form the Amalgamated Corporation and shall continue as one corporation under the OBCA, with the effect set forth in Subsection 182(1)(d) of the OBCA, as follows: (a) Each whole DecisionPoint Common Share shall be converted into and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Share for each whole DecisionPoint Common Share, with holders of DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech Shares; (b) Each whole DecisionPoint Preferred Share shall be converted into and each holder of DecisionPoint Preferred Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 362,500 Series A Cumulative Convertible Preferred Shares; (c) The name of the Amalgamated Corporation shall be specified in the Articles of Arrangement by DecisionPoint prior to or on the Effective Date; (d) The address of the registered office of the Amalgamated Corporation shall be 3▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ Centre, Box 20 T▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇; (e) There shall be no restrictions on the business that the Amalgamated Corporation may carry on or on the powers it may exercise; (f) At the time of the filing of Articles of Arrangement with the Director, the Amalgamated Corporation shall be authorized to issue an unlimited number of common shares having the rights, privileges, restrictions and conditions as provided in Schedule 2 attached hereto; (g) The board of directors of the Amalgamated Corporation shall consist of not less than a minimum of one nor more than a maximum of 12 which, until changed in accordance with the OBCA, shall be fixed at 2. The initial directors of the Amalgamated Corporation shall be N▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and M▇▇▇ ▇▇▇▇▇▇▇; (h) The by-laws of the Amalgamated Corporation shall be as provided in Schedule 3 attached hereto; (i) The transfer of shares in the capital of the Amalgamated Corporation shall be restricted in that no share may be transferred without either: (i) the consent of the directors of the Amalgamated Corporation expressed by resolution passed by the board of directors of the Amalgamated Corporation or by an instrument or instruments in writing signed by all of such directors, or (ii) the consent of the holders of shares to which are attached more than 50% of the voting rights attaching to all shares for the time being outstanding entitled to vote at such time expressed by a resolution passed by such shareholders at a meeting duly called and constituted for that purpose or by an instrument or instruments in writing signed by all of such shareholders; (j) Each whole common share of MergerCo outstanding immediately prior to the Effective Date shall be converted into, and each holder of common shares of MergerCo shall be entitled to receive, one common share in the capital of the Amalgamated Corporation for each whole common share of MergerCo; (a) The stated capital account of the common shares of the Amalgamated Corporation shall be set at an amount equal to (i) the “paid-up capital” (within the meaning of the Tax Act) of the common shares of MergerCo outstanding immediately prior to the Effective Date, (ii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Common Shares being exchanged into Comamtech Shares and (iii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Preferred Shares being exchanged into Comamtech Convertible Preferred Shares.

The Amalgamation. DecisionPoint and MergerCo shall amalgamate to form the Amalgamated Corporation and shall continue as one corporation under the OBCA, with the effect set forth in Subsection 182(1)(d) of the OBCA, as follows: (a) Each whole DecisionPoint Common Share shall be converted into and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 4.1 5.1 and 4.45.4, 0.125 of a Comamtech Share for each whole DecisionPoint Common Share, with holders of DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech Shares; (b) Each whole DecisionPoint Preferred Share shall be converted into and each holder of DecisionPoint Preferred Shares shall be entitled to receive, subject to Sections 4.1 5.1 and 4.45.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 362,500 243,750 Series A Cumulative Convertible Preferred Shares and not more than 118,750 Series B Cumulative Convertible Preferred Shares; (c) The name of the Amalgamated Corporation shall be specified in the Articles of Arrangement by DecisionPoint prior to or on the Effective Date; (d) The address of the registered office of the Amalgamated Corporation shall be 3▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ Centre, Box 20 T▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇; (e) There shall be no restrictions on the business that the Amalgamated Corporation may carry on or on the powers it may exercise; (f) At the time of the filing of Articles of Arrangement with the Director, the Amalgamated Corporation shall be authorized to issue an unlimited number of common and preferred shares having the rights, privileges, restrictions and conditions as provided in Schedule 2 attached hereto; (g) The board of directors of the Amalgamated Corporation shall consist of not less than a minimum of one nor more than a maximum of 12 which, until changed in accordance with the OBCA, shall be fixed at 2. The initial directors of the Amalgamated Corporation shall be N▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and M▇▇▇▇ ▇▇▇▇▇▇▇; (h) The by-laws of the Amalgamated Corporation shall be as provided in Schedule 3 attached hereto; (i) The transfer of shares in the capital of the Amalgamated Corporation shall be restricted in that no share may be transferred without either: (i) the consent of the directors of the Amalgamated Corporation expressed by resolution passed by the board of directors of the Amalgamated Corporation or by an instrument or instruments in writing signed by all of such directors, or (ii) the consent of the holders of shares to which are attached more than 50% of the voting rights attaching to all shares for the time being outstanding entitled to vote at such time expressed by a resolution passed by such shareholders at a meeting duly called and constituted for that purpose or by an instrument or instruments in writing signed by all of such shareholders; (j) Each whole common share of MergerCo outstanding immediately prior to the Effective Date shall be converted into, and each holder of common shares of MergerCo Comamtech shall be entitled to receive, one common preferred share in the capital of the Amalgamated Corporation having a fixed redemption amount equal to the original issue price of such common share. As consideration for each whole the issuance by Comamtech of the Comamtech Shares and the Comamtech Preferred Shares under the Arrangement, the Amalgamated Corporation will issue to Comamtech 1,000 common share of MergerCoshares in its capital stock; (ak) The stated capital account of the common preferred shares of the Amalgamated Corporation shall be set at an amount equal to (i) the “paid-up capital” (within the meaning of the Tax Act) of the common shares of MergerCo outstanding immediately prior to the Effective Date, . The stated capital account of the common shares of the Amalgamated Corporation shall be set at an amount equal to the sum of (iii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Common Shares being exchanged into Comamtech Shares and (iiiii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Preferred Shares being exchanged into Comamtech Convertible Preferred Shares.

The Amalgamation. DecisionPoint R2, San Antonio and MergerCo San ▇▇▇▇▇▇▇ ▇▇▇▇▇ agree that R2 and San ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall amalgamate pursuant to form the Amalgamated Corporation provisions of Section 181 of the ABCA as of the Effective Date and shall continue as one corporation under on the OBCAterms and conditions contained in this Agreement, with including the effect set forth in Subsection 182(1)(d) of the OBCA, as followsfollowing: (a) Each whole DecisionPoint Common Share the name of Amalco shall be converted into "R2 Energy Ltd.", or such other name as is acceptable to the Registrar and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Share for each whole DecisionPoint Common Share, with holders of DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech SharesR2; (b) Each whole DecisionPoint Preferred Share there shall be converted into and each holder of DecisionPoint Preferred Shares shall be entitled no restrictions on the business that Amalco is authorized to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 362,500 Series A Cumulative Convertible Preferred Sharescarry on or the powers Amalco may exercise; (c) The name the registered office of the Amalgamated Corporation Amalco shall be specified in the Articles of Arrangement by DecisionPoint prior to or on the Effective Datelocated at 3700 — ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (d) The address the authorized share capital of Amalco shall consist of an unlimited number of class A common shares, class B common shares, class C preferred shares (issuable in a series) and class D preferred shares (issuable in a series), without nominal or par value and shall have attached to them the special rights, privileges, conditions and restrictions set out in the Articles of Amalgamation; (e) the restrictions on share transfers are as set out in Schedule "B" of the registered office Articles of Amalgamation; (f) the minimum number of directors of Amalco shall be one (1) and the maximum number of directors of Amalco shall be 10; (g) the full names and addresses of the Amalgamated Corporation first directors of Amalco shall be 3as follows: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ Centre, Box 20 T▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇Such directors shall hold office until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed; (eh) There the articles of Amalco shall be no restrictions on the business that Articles of Amalgamation, and the Amalgamated Corporation may carry on or on by-laws of Amalco shall be the powers it may exerciseby-laws of R2; (fi) At the time upon completion of the filing of Articles of Arrangement with the DirectorAmalgamation, the Amalgamated Corporation stated capital of the Amalco Shares shall be authorized equal to issue an unlimited number of common shares having the rights, privileges, restrictions and conditions as provided in Schedule 2 attached hereto; (g) The board of directors aggregate of the Amalgamated Corporation shall consist paid-up capital (within the meaning assigned by the Tax Act) of not less than a minimum of one nor more than a maximum of 12 which, until changed in accordance with the OBCA, shall be fixed at 2. The initial directors each of the Amalgamated Corporation shall be NR2 Shares and the San ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Shares immediately before the Amalgamation, and M▇▇▇ ▇▇▇▇▇▇▇; (h) The by-laws of the Amalgamated Corporation there shall be as provided in Schedule 3 attached hereto; (i) The transfer of shares in added to the stated capital of the Amalgamated Corporation shall be restricted in that no share may be transferred without either: (i) San Antonio Shares an amount equal to the consent paid-up capital of the directors of the Amalgamated Corporation expressed by resolution passed by the board of directors of the Amalgamated Corporation or by an instrument or instruments in writing signed by all of such directors, or R2 Shares (ii) the consent of the holders of shares to which are attached more other than 50% of the voting rights attaching to all shares for the time being outstanding entitled to vote at such time expressed any R2 Shares owned by a resolution passed by such shareholders at a meeting duly called and constituted for that purpose or by an instrument or instruments in writing signed by all of such shareholdersdissenting R2 Shareholder) immediately before the Amalgamation; (j) Each whole common share and the fiscal year end of MergerCo outstanding immediately prior to the Effective Date Amalco shall be converted into, and December 31 of each holder of common shares of MergerCo shall be entitled to receive, one common share in the capital of the Amalgamated Corporation for each whole common share of MergerCo; (a) The stated capital account of the common shares of the Amalgamated Corporation shall be set at an amount equal to (i) the “paid-up capital” (within the meaning of the Tax Act) of the common shares of MergerCo outstanding immediately prior to the Effective Date, (ii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Common Shares being exchanged into Comamtech Shares and (iii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Preferred Shares being exchanged into Comamtech Convertible Preferred Sharescalendar year.

The Amalgamation. DecisionPoint and MergerCo shall amalgamate to form the Amalgamated Corporation and shall continue as one corporation under the OBCA, with the effect set forth in Subsection 182(1)(d) of the OBCA, as follows: (a) Each whole DecisionPoint Common Share shall be converted into and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Share for each whole DecisionPoint Common Share, with holders of DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech Shares; (b) Each whole DecisionPoint Preferred Share shall be converted into and each holder of DecisionPoint Preferred Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 362,500 Series A Cumulative Convertible Preferred Shares; (c) The name of the Amalgamated Corporation shall be specified in the Articles of Arrangement by DecisionPoint prior to or on the Effective Date; (d) The address of the registered office of the Amalgamated Corporation shall be 3▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ Centre, Box 20 T▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇; (e) There shall be no restrictions on the business that the Amalgamated Corporation may carry on or on the powers it may exercise; (f) At the time of the filing of Articles of Arrangement with the Director, the Amalgamated Corporation shall be authorized to issue an unlimited number of common shares having the rights, privileges, restrictions and conditions as provided in Schedule 2 attached hereto; (g) The board of directors of the Amalgamated Corporation shall consist of not less than a minimum of one nor more than a maximum of 12 which, until changed in accordance with the OBCA, shall be fixed at 2. The initial directors of the Amalgamated Corporation shall be N▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and M▇▇▇▇ ▇▇▇▇▇▇▇; (h) The by-laws of the Amalgamated Corporation shall be as provided in Schedule 3 attached hereto; (i) The transfer of shares in the capital of the Amalgamated Corporation shall be restricted in that no share may be transferred without either: (i) the consent of the directors of the Amalgamated Corporation expressed by resolution passed by the board of directors of the Amalgamated Corporation or by an instrument or instruments in writing signed by all of such directors, or (ii) the consent of the holders of shares to which are attached more than 50% of the voting rights attaching to all shares for the time being outstanding entitled to vote at such time expressed by a resolution passed by such shareholders at a meeting duly called and constituted for that purpose or by an instrument or instruments in writing signed by all of such shareholders; (j) Each whole common share of MergerCo outstanding immediately prior to the Effective Date shall be converted into, and each holder of common shares of MergerCo shall be entitled to receive, one common share in the capital of the Amalgamated Corporation for each whole common share of MergerCo; (ak) The stated capital account of the common shares of the Amalgamated Corporation shall be set at an amount equal to (i) the “paid-up capital” (within the meaning of the Tax Act) of the common shares of MergerCo outstanding immediately prior to the Effective Date, (ii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Common Shares being exchanged into Comamtech Shares and (iii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Preferred Shares being exchanged into Comamtech Convertible Preferred Shares.