Common use of The Amalgamation Clause in Contracts

The Amalgamation. (a) Not less than one Business Day prior to the Effective Time, the SPAC will complete the SPAC Continuance. (b) At the Effective Time, Merger Sub and the Company shall complete the Amalgamation and continue as one company, being Amalco, pursuant to the provisions of section 269 of the BCBCA. (c) At the Effective Time, and as a result of the Amalgamation: (i) each holder of Company Shares (other than Dissenting Shareholders, the SPAC and any wholly-owned subsidiary of the SPAC) shall exchange such holder’s Company Shares for such number of SPAC Class A Ordinary Shares that is equal to such Company Shareholder’s Pro Rata Share of the Exchange Consideration (less the Escrow Shares), as fully paid and non-assessable shares, entries will be made in the central securities register of the Company to reflect the transfer of such Company Shares to the SPAC, and entries will be made in the central securities register of the SPAC to reflect the issuance of such SPAC Shares; (ii) each issued and outstanding Company Share held by the SPAC as a result of the exchange of Company Shares for SPAC Class A Ordinary Shares pursuant to Section 1.1(c)(i) will be immediately exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share shall be cancelled; (iii) each issued and outstanding Company Share held by the SPAC and any wholly-owned subsidiary of the SPAC (which were not exchanged in Section 1.1(c)(i)) shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share shall be cancelled; (iv) each issued and outstanding Merger Sub Share held by the SPAC shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Merger Sub Share shall be cancelled; (v) the SPAC will add to its capital maintained in respect of SPAC Class A Ordinary Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Company Shares immediately prior to the Amalgamation (less the paid-up capital of any Company Share held by Dissenting Shareholders, the SPAC, and any wholly-owned subsidiary of the SPAC, who do not exchange their Company Shares for SPAC Class A Ordinary Shares on the Amalgamation); (vi) Amalco will add to its capital maintained in respect of the Amalco Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Merger Sub Shares and the Company Shares immediately prior to the Amalgamation (less the paid-up capital of any Company Share held by Dissenting Shareholders who do not exchange their Company Shares for SPAC Class A Ordinary Shares on the Amalgamation) immediately prior to the Amalgamation; and (vii) Amalco will become a wholly-owned subsidiary of the SPAC. (d) No fractional SPAC Class A Ordinary Share will be issued under the Amalgamation. Where the aggregate number of SPAC Class A Ordinary Shares to be issued to any Company Shareholder under the Amalgamation would result in a fraction of a SPAC Class A Ordinary Share being issuable, the number of SPAC Class A Ordinary Shares to be issued to such Company Shareholder shall be rounded down to the next whole number, and no cash or other consideration shall be paid or payable in lieu of such fraction of a SPAC Class A Ordinary Share. (e) The Amalco Articles shall be substantially in the form attached hereto as Exhibit F.

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) Not 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 Business Day 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 Time, the SPAC will complete the SPAC Continuance. (b) At the Effective Time, Merger Sub and the Company Date shall complete the Amalgamation and continue as one company, being Amalco, pursuant to the provisions of section 269 of the BCBCA. (c) At the Effective Timebe converted into, and as a result of the Amalgamation: (i) each holder of Company Shares (other than Dissenting Shareholderscommon shares of MergerCo shall be entitled to receive, one common share in the SPAC and any wholly-owned subsidiary capital of the SPAC) shall exchange such holder’s Company Shares Amalgamated Corporation for such number each whole common share of SPAC Class A Ordinary Shares that is equal to such Company Shareholder’s Pro Rata Share of the Exchange Consideration (less the Escrow Shares), as fully paid and non-assessable shares, entries will be made in the central securities register of the Company to reflect the transfer of such Company Shares to the SPAC, and entries will be made in the central securities register of the SPAC to reflect the issuance of such SPAC SharesMergerCo; (iia) each issued and outstanding Company Share held by the SPAC as a result The stated capital account of the exchange common shares of Company Shares for SPAC Class A Ordinary Shares pursuant to Section 1.1(c)(i) will be immediately exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share the Amalgamated Corporation shall be cancelled; (iii) each issued and outstanding Company Share held by the SPAC and any wholly-owned subsidiary of the SPAC (which were not exchanged in Section 1.1(c)(i)) shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share shall be cancelled; (iv) each issued and outstanding Merger Sub Share held by the SPAC shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Merger Sub Share shall be cancelled; (v) the SPAC will add to its capital maintained in respect of SPAC Class A Ordinary Shares set at an amount equal to (i) the aggregate “paid-up capital for purposes capital” (within the meaning of the Tax Act Act) of the Company Shares common shares of MergerCo outstanding immediately prior to the Amalgamation Effective Date, (less ii) the “paid-up capital of any Company Share held by Dissenting Shareholders, capital” (within the SPAC, and any wholly-owned subsidiary meaning of the SPAC, who do not exchange their Company Shares for SPAC Class A Ordinary Shares on the Amalgamation); (viTax Act) Amalco will add to its capital maintained in respect of the Amalco DecisionPoint Common Shares an amount equal to being exchanged into Comamtech Shares and (iii) the aggregate “paid-up capital for purposes capital” (within the meaning of the Tax Act Act) of the Merger Sub DecisionPoint Preferred Shares and the Company Shares immediately prior to the Amalgamation (less the paid-up capital of any Company Share held by Dissenting Shareholders who do not exchange their Company Shares for SPAC Class A Ordinary Shares on the Amalgamation) immediately prior to the Amalgamation; and (vii) Amalco will become a wholly-owned subsidiary of the SPACbeing exchanged into Comamtech Convertible Preferred Shares. (d) No fractional SPAC Class A Ordinary Share will be issued under the Amalgamation. Where the aggregate number of SPAC Class A Ordinary Shares to be issued to any Company Shareholder under the Amalgamation would result in a fraction of a SPAC Class A Ordinary Share being issuable, the number of SPAC Class A Ordinary Shares to be issued to such Company Shareholder shall be rounded down to the next whole number, and no cash or other consideration shall be paid or payable in lieu of such fraction of a SPAC Class A Ordinary Share. (e) The Amalco Articles shall be substantially in the form attached hereto as Exhibit F.

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) Not Each whole DecisionPoint Common Share shall be converted into and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 5.1 and 5.4, 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 5.1 and 5.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 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 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ Centre, Box 20 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇; (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 Business Day 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 ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇; (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 TimeDate shall be converted into, and Comamtech shall be entitled to receive, one 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 the issuance by Comamtech of the Comamtech Shares and the Comamtech Preferred Shares under the Arrangement, the SPAC Amalgamated Corporation will complete the SPAC Continuance. (b) At the Effective Time, Merger Sub and the Company shall complete the Amalgamation and continue as one company, being Amalco, pursuant issue to the provisions of section 269 of the BCBCA. (c) At the Effective Time, and as a result of the Amalgamation: (i) each holder of Company Shares (other than Dissenting Shareholders, the SPAC and any wholly-owned subsidiary of the SPAC) shall exchange such holder’s Company Shares for such number of SPAC Class A Ordinary Shares that is equal to such Company Shareholder’s Pro Rata Share of the Exchange Consideration (less the Escrow Shares), as fully paid and non-assessable shares, entries will be made Comamtech 1,000 common shares in the central securities register of the Company to reflect the transfer of such Company Shares to the SPAC, and entries will be made in the central securities register of the SPAC to reflect the issuance of such SPAC Sharesits capital stock; (iik) each issued and outstanding Company Share held by the SPAC as a result The stated capital account of the exchange preferred shares of Company Shares for SPAC Class A Ordinary Shares pursuant to Section 1.1(c)(i) will be immediately exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share the Amalgamated Corporation shall be cancelled; (iii) each issued and outstanding Company Share held by the SPAC and any wholly-owned subsidiary of the SPAC (which were not exchanged in Section 1.1(c)(i)) shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share shall be cancelled; (iv) each issued and outstanding Merger Sub Share held by the SPAC shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Merger Sub Share shall be cancelled; (v) the SPAC will add to its capital maintained in respect of SPAC Class A Ordinary Shares set at an amount equal to the aggregate “paid-up capital for purposes capital” (within the meaning of the Tax Act Act) of the Company Shares common shares of MergerCo outstanding immediately prior to the Amalgamation (less the paid-up Effective Date. The stated capital of any Company Share held by Dissenting Shareholders, the SPAC, and any wholly-owned subsidiary account of the SPAC, who do not exchange their Company Shares for SPAC Class A Ordinary Shares on the Amalgamation); (vi) Amalco will add to its capital maintained in respect common shares of the Amalco Shares Amalgamated Corporation shall be set at an amount equal to the aggregate sum of (i) the “paid-up capital for purposes capital” (within the meaning of the Tax Act Act) of the Merger Sub DecisionPoint Common Shares being exchanged into Comamtech Shares and (ii) the Company Shares immediately prior to the Amalgamation (less the “paid-up capital of any Company Share held by Dissenting Shareholders who do not exchange their Company Shares for SPAC Class A Ordinary Shares on capital” (within the Amalgamation) immediately prior to the Amalgamation; and (vii) Amalco will become a wholly-owned subsidiary meaning of the SPACTax Act) of the DecisionPoint Preferred Shares being exchanged into Comamtech Preferred Shares. (d) No fractional SPAC Class A Ordinary Share will be issued under the Amalgamation. Where the aggregate number of SPAC Class A Ordinary Shares to be issued to any Company Shareholder under the Amalgamation would result in a fraction of a SPAC Class A Ordinary Share being issuable, the number of SPAC Class A Ordinary Shares to be issued to such Company Shareholder shall be rounded down to the next whole number, and no cash or other consideration shall be paid or payable in lieu of such fraction of a SPAC Class A Ordinary Share. (e) The Amalco Articles shall be substantially in the form attached hereto as Exhibit F.

The Amalgamation. (a) Not less than one Business Day prior to the Effective TimeR2, the SPAC will complete the SPAC Continuance. (b) At the Effective Time, Merger Sub San Antonio and the Company San ▇▇▇▇▇▇▇ ▇▇▇▇▇ agree that R2 and San ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall complete the Amalgamation and continue as one company, being Amalco, amalgamate pursuant to the provisions of section 269 Section 181 of the BCBCA.ABCA as of the Effective Date and continue as one corporation on the terms and conditions contained in this Agreement, including the following: (a) the name of Amalco shall be "R2 Energy Ltd.", or such other name as is acceptable to the Registrar and R2; (b) there shall be no restrictions on the business that Amalco is authorized to carry on or the powers Amalco may exercise; (c) At the Effective Timeregistered office of Amalco shall be located at 3700 — ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (d) 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 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 first directors of Amalco shall be as follows: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Such directors shall hold office until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed; (h) the articles of Amalco shall be the Articles of Amalgamation, and as a result the by-laws of Amalco shall be the Amalgamation:by-laws of R2; (i) each holder upon completion of Company Shares (other than Dissenting Shareholdersthe Amalgamation, the SPAC and any wholly-owned subsidiary stated capital of the SPAC) Amalco Shares shall exchange such holder’s Company Shares for such number of SPAC Class A Ordinary Shares that is be equal to such Company Shareholder’s Pro Rata Share the aggregate of the Exchange Consideration paid-up capital (less within the Escrow Shares), as fully paid and non-assessable shares, entries will be made in meaning assigned by the central securities register Tax Act) of each of the Company to reflect R2 Shares and the transfer of such Company San ▇▇▇▇▇▇▇ ▇▇▇▇▇ Shares immediately before the Amalgamation, and there shall be added to the SPAC, and entries will be made in the central securities register stated capital of the SPAC to reflect the issuance of such SPAC Shares; (ii) each issued and outstanding Company Share held by the SPAC as a result of the exchange of Company Shares for SPAC Class A Ordinary Shares pursuant to Section 1.1(c)(i) will be immediately exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share shall be cancelled; (iii) each issued and outstanding Company Share held by the SPAC and any wholly-owned subsidiary of the SPAC (which were not exchanged in Section 1.1(c)(i)) shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share shall be cancelled; (iv) each issued and outstanding Merger Sub Share held by the SPAC shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Merger Sub Share shall be cancelled; (v) the SPAC will add to its capital maintained in respect of SPAC Class A Ordinary San Antonio Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Company Shares immediately prior to the Amalgamation (less the paid-up capital of the R2 Shares (other than any Company Share held R2 Shares owned by Dissenting Shareholders, the SPAC, and any wholly-owned subsidiary of the SPAC, who do not exchange their Company Shares for SPAC Class A Ordinary Shares on a dissenting R2 Shareholder) immediately before the Amalgamation); (vij) Amalco will add to its capital maintained in respect of the Amalco Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Merger Sub Shares and the Company Shares immediately prior to the Amalgamation (less the paid-up capital fiscal year end of any Company Share held by Dissenting Shareholders who do not exchange their Company Shares for SPAC Class A Ordinary Shares on the Amalgamation) immediately prior to the Amalgamation; and (vii) Amalco will become a wholly-owned subsidiary of the SPAC. (d) No fractional SPAC Class A Ordinary Share will be issued under the Amalgamation. Where the aggregate number of SPAC Class A Ordinary Shares to be issued to any Company Shareholder under the Amalgamation would result in a fraction of a SPAC Class A Ordinary Share being issuable, the number of SPAC Class A Ordinary Shares to be issued to such Company Shareholder shall be rounded down to the next whole number, and no cash or other consideration shall be paid or payable in lieu December 31 of such fraction of a SPAC Class A Ordinary Shareeach calendar year. (e) The Amalco Articles shall be substantially in the form attached hereto as Exhibit F.