Common use of The Arrangement Clause in Contracts

The Arrangement. Commencing at the Effective Time, the following shall occur, and be deemed to occur, in the following order, with each step occurring immediately following the preceding step, without further act or formality: (1) notwithstanding the terms of the Company Rights Agreement, the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof; (2) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name of such holder shall be removed from the register of Company Shareholders (in respect of the Company Common Shares for which Dissent Rights have been validly exercised); (3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares; (a) Acquiror shall make a loan to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company Warrant; (10) each outstanding Amalco Convertible Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective Time, without any further action on behalf of the holder thereof shall be disposed of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12) all of the Company RSUs and Company DSUs issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminated; (13) the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (a) Amalco shall sell all of the shares of Amalco U.S. Sub and World Color Iceland ehf, and all of the units of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment will be subject to certain adjustments after the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2.

The Arrangement. Commencing at the Effective Time, each of the following events set out below shall occur, occur and shall be deemed to occur, occur in the following order, with each step occurring immediately following the preceding step, without further act or formality: order (1) notwithstanding the terms of the Company Rights Agreement, the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof; (2) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Companyfive minutes intervals), without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name of such holder shall be removed from the register of Company Shareholders (in respect of the Company Common Shares for which Dissent Rights have been validly exercised);except as otherwise provided herein: (3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares The articles of Acquiror Class A Common Stock NMCCL will be amended in the manner set forth in Appendix 2 hereto. (b) Newmont will contribute to Acquiror Sub 1, in a number NHULC an amount of cash that is equal to the Share Exchange Ratio multiplied product obtained by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for multiplying (i) the number of shares of Acquiror Newmont Common Stock to be transferred pursuant to Section 4.1(g)(ii), by (ii) the Newmont Share Price, in consideration of the issuance by NHULC of a number of Class A Common Stock shares in the capital of NHULC that is equal to such product; (c) NHULC will contribute all of the cash received by it in the preceding step to New Exchangeco in consideration of the issuance by New Exchangeco to NHULC of a number of common shares in the capital of New Exchangeco that is equal to the number of shares of Newmont Common Stock to be transferred pursuant to Section 4.1(g)(ii); (d) New Exchangeco will contribute all of the cash received by it in the preceding step to New Exchangeco Sub in consideration of the issuance by New Exchangeco Sub to New Exchangeco of a number of Class A Shares that is equal to the number of shares of Newmont Common Stock to be transferred pursuant to Section 4.1(g)(ii); (e) New Exchangeco Sub will contribute all of the cash received by it in the preceding step to Newmont in consideration of the issuance by Newmont to New Exchangeco Sub of a number of shares of Newmont Common Stock that is equal to the number of shares of Newmont Common Stock to be transferred pursuant to Section 4.1(g)(ii); (f) the NMCCL Exchangeable Shares held by Dissenting NMCCL Shareholders shall be deemed to have been transferred (free and clear of any Liens) to New Exchangeco Sub and such Dissenting NMCCL Shareholders shall cease to have any rights as NMCCL Shareholders other than the right to be paid the fair value of their NMCCL Exchangeable Shares in accordance with the Dissent Rights; (g) New Exchangeco Sub will acquire (free and clear of any Liens) all of the issued and outstanding NMCCL Exchangeable Shares (other than NMCCL Exchangeable Shares held by Newmont and its Affiliates and by Dissenting NMCCL Shareholders) in consideration of: (i) the issuance by New Exchangeco Sub of one Class B Share Exchange Ratio and for each NMCCL Exchangeable Share held by a NMCCL Shareholder who has elected to receive New Exchangeable Shares in accordance with Section 5.1; and (ii) a cash payment equal the transfer by New Exchangeco Sub of one share of Newmont Common Stock for each other outstanding NMCCL Exchangeable Share, (h) New Exchangeco will acquire all of the outstanding Class B Shares in consideration of the issuance by New Exchangeco to the quotient obtained by dividing holders thereof of one New Exchangeable Share (plus the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares;Ancillary Rights granted in connection therewith) for each such Class B Share; and (ai) Acquiror shall make a loan to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco Newmont shall issue Amalco Note 2 to Acquirorand deposit with the Voting and Exchange Trustee the New Special Voting Share, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 consideration of the Senior Notes Indenturepayment to Newmont by New Exchangeco, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company Warrant; (10) each outstanding Amalco Convertible Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective Time, without any further action on behalf of the holder thereof shall holders of New Exchangeable Shares, of one dollar ($1.00), to be disposed thereafter held of and surrendered record by the Voting and Exchange Trustee as trustee for and on behalf of, and for the use and benefit of, the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated of the New Exchangeable Shares in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12) all of the Company RSUs New Voting and Company DSUs issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminated; (13) the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (a) Amalco shall sell all of the shares of Amalco U.S. Sub and World Color Iceland ehf, and all of the units of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment will be subject to certain adjustments after the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2Exchange Trust Agreement.

The Arrangement. Commencing at other documents to be filed with the Court in connection with obtaining the Interim Order, which application and 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, occur and shall be deemed to occur, occur in the following order, with each step occurring immediately following the preceding step, order without any further act or formality: (1a) notwithstanding 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 conditions attaching to the common shares of Architel (the "Architel Common Shares") with those substantially as set forth in Appendix A to the Plan of Arrangement and (iii) authorize an unlimited number of exchangeable shares (the "Exchangeable Shares") and one Class A Preferred Share (the "Class A Preferred Share") of Architel having the respective rights, privileges, restrictions and conditions substantially as set forth in Appendix A to the Plan of Arrangement. (b) Architel shall issue to Amdocs Holdco one Class A Preferred Share in consideration of the Company Rights Agreementtransfer by Amdocs Holdco to Architel of one common share, no par value, of Amdocs Holdco. The stated capital of the Company Rights Agreement Class A Preferred Share shall be terminated and all rights issued pursuant equal to the Company Rights Agreement fair market value, as determined by the board of directors of Architel, of one Amdocs Ordinary Share (as defined below). No certificate shall be cancelled without any payment in respect thereof; (2) each Company Common Share issued in respect of which Dissent Rights have been validly exercised the Class A Preferred Share. (c) Each of the Architel Common Shares (other than, for greater certainty, the Architel Common Share subscribed for by Amdocs Holdco pursuant to subsection (f) below and the Architel Common Shares held by Dissenting Shareholders (as hereinafter defined)) will be exchanged for a number of Exchangeable Shares (the "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, each holder of a Architel Common Share who otherwise would be entitled to receive a fraction of an Exchangeable Share shall be repurchased and cancelled paid by Company, without any further act or formality on its part, in consideration for a debt claim against Company in Architel an amount determined and payable in accordance with Article 3, 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) The one outstanding Class A Preferred Share will be exchanged for one Architel Common Share and the holder thereof shall cease to be a holder of the Class A Preferred Share, shall have its name of such holder shall be removed from the register of Company Shareholders (in respect holders of Class A Preferred Shares and shall become a holder of the Company 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 for which Dissent Rights have been validly exercised);accordingly. (3g) Acquiror Sub 3 and Company The stated capital attributable to the one Architel Common Share shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number be equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal stated capital attributable to the fair market value of such shares of Acquiror one Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares; (a) Acquiror shall make a loan to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company Warrant; (10) each outstanding Amalco Convertible Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective TimeArrangement. (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 behalf the part of any holder thereof, be exchanged for an option (collectively, the holder thereof shall be disposed "Amdocs Options") to purchase that number of and surrendered 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 holders thereof Exchange Ratio (rounded down to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or nearest whole share), at an exercise price per Amdocs Ordinary Share equal to the Company DSU Plan, as applicable; (12) all the exercise price per Architel Common Share of the Company RSUs and Company DSUs issued and outstanding such Architel Option immediately prior to the Effective Time shall thereafter immediately be cancelled and divided by the Company RSU Plan and Exchange Ratio (rounded up to the Company DSU Plan shall be terminated; (13) nearest whole cent). Except as provided above, the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed by Amalcoterm, without any act or formality on the part of Acquiror Sub 2 or Amalcoexercisability, in exchange for the issuance vesting schedule, status as an "incentive stock option" under Section 422 of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (a) Amalco shall sell all of the shares of Amalco U.S. Sub and World Color Iceland ehfCode, if applicable, and all other terms and conditions of the units Architel Options will otherwise continue with respect to the Amdocs Options. Continuous employment with Architel or any of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment 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 certain adjustments exercise under an exchanged Architel Option after the Effective Date Time. (i) Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement (as agreed between Amalco hereinafter defined). (j) Amdocs Holdco shall be entitled to enforce the exchange rights and Acquirorcall rights set out in Articles 5, 6 and (b) Amalco shall repay Amalco Note 27 of the Exchangeable Share Provisions set forth in Appendix A to the Plan of Arrangement 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. Commencing at On the Effective TimeDate, the following shall occur, occur and be deemed to occur, occur in the following order, with each step occurring immediately following the preceding step, chronological order without further act or formality, notwithstanding anything contained in the provisions attaching to any of the securities of Arris or Cielo Gold, but subject to the provisions of Article 5: (1a) notwithstanding the terms Company will transfer the Asset to Cielo Gold in consideration for 21,583,372 Cielo Gold Shares (the "Distributed Cielo Gold Shares") and the Company will be added to the central securities register of Cielo Gold in respect of such Cielo Gold Shares; (b) the authorized share capital of the Company Rights Agreement, the Company Rights Agreement shall will be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof;changed by: (2i) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and altering the identifying name of such holder shall be removed from the register of Company Shareholders (in respect of Arris Shares to class A common shares without par value, being the Company Common Shares for which Dissent Rights have been validly exercised);Arris Class A Shares, (3ii) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares creating a class consisting of Acquiror Class A Common Stock to Acquiror Sub 1, in a an unlimited number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares without par value (the "New Shares"), and (iii) creating a class consisting of Acquiror Sub 1 with a fair market value equal an unlimited number of class A preferred shares without par value, having the rights and restrictions described in Exhibit I to the fair market value Plan of such shares of Acquiror Arrangement, being the Arris Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares; (ac) Acquiror shall make each issued Arris Class A Share will be exchanged for one New Share and one Arris Class A Preferred Share and, subject to the exercise of a loan right of dissent, the holders of the Arris Class A Shares will be removed from the central securities register of the Company and will be added to Amalco that central securities register as the holders of the number of New Shares and Arris Class A Preferred Shares that they have received on the exchange; (d) all of the issued Arris Class A Shares will be cancelled with the appropriate entries being made in an amount the central securities register of the Company, and the aggregate paid–up capital (as that term is used for purposes of the Tax Act) of the Arris Class A Shares immediately prior to the Effective Date will be allocated between the New Shares and the Arris Class A Preferred Shares so that the aggregate paid–up capital of the Arris Class A Preferred Shares is equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 aggregate fair market value of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated Distributed Cielo Gold Shares as of the Effective Date, for and each Arris Class A Preferred Share so issued will be issued by the Company Warrantat an issue price equal to such aggregate fair market value divided by the number of issued Arris Class A Preferred Shares, such aggregate fair market value of the Distributed Cielo Gold Shares to be determined as at the Effective Date by resolution of the board of directors of the Company; (10e) the Company will redeem the issued Arris Class A Preferred Shares for consideration consisting solely of the Distributed Cielo Gold Shares such that each outstanding Amalco Convertible holder of Arris Class A Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of Cielo Gold Shares that is equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 number of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective Time, without any further action on behalf of the holder thereof shall be disposed of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12) all of the Company RSUs and Company DSUs issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminated; (13) the Amalco Redeemable Arris Class A Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed such holder multiplied by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2Exchange Factor; (14f) the Amalco Note shall name of each holder of Arris Class A Preferred Shares will be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (a) Amalco shall sell all removed as such from the central securities register of the shares of Amalco U.S. Sub and World Color Iceland ehfCompany, and all of the units of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment issued Arris Class A Preferred Shares will be subject cancelled with the appropriate entries being made in the central securities register of the Company; (g) the Distributed Cielo Gold Shares transferred to certain adjustments the holders of the Arris Class A Preferred Shares pursuant to step §(e) above will be registered in the names of the former holders of Arris Class A Preferred Shares and appropriate entries will be made in the central securities register of Cielo Gold; (h) the Arris Class A Shares and the Arris Class A Preferred Shares, none of which will be allotted or issued once the steps referred to in steps §(c) and §(e) above are completed, will be cancelled and the authorized share structure of the Company will be changed by eliminating the Arris Class A Shares and the Arris Class A Preferred Shares therefrom; (i) the Notice of Articles and Articles of the Company will be amended to reflect the changes to its authorized share structure made pursuant to this Plan of Arrangement; and (j) after the Effective Date Date: (i) all Arris Share Commitments will be exercisable for New Shares and Cielo Gold Shares in accordance with the corporate reorganization terms of such commitments, whereby the acquisition of one Arris Share under an Arris Share Commitment will result in the holder of the Arris Share Commitment receiving one New Share and such number of Cielo Gold Shares equal to the number of New Shares so received multiplied by the Exchange Factor, (ii) pursuant to the Cielo Gold Commitment, Cielo Gold will issue the required number of Cielo Gold Shares upon the exercise of Arris Share Commitments as agreed between Amalco is directed by the Company, and (iii) the Company will, as agent for Cielo Gold, collect and Acquirorpay to Cielo Gold a portion of the proceeds received for each Arris Share Commitment so exercised, and (b) Amalco shall repay Amalco Note 2with the balance of the exercise price to be retained by Arris, as determined in accordance with §4.4 of the Arrangement Agreement.

The Arrangement. Commencing at the Effective Time, the following shall occur, and be deemed to occur, in the following order, with each step occurring immediately following the preceding step, without further act or formality: (1) notwithstanding the terms of the Company Rights Agreement, the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof; (2) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name of such holder shall be removed from the register of Company Shareholders (in respect of the Company Common Shares for which Dissent Rights have been validly exercised); (3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amountStock; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amountStock; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares; (a) Acquiror shall make a loan to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b7) Amalco shall repay the Amalco Third Party Debt in full, full and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all repay the Amalco U.S. Sub Third Party Debt in accordance with section 3.7 of the Senior Notes Indenturefull; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company Warrant; (10) each outstanding Amalco Convertible Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective Time, without any further action on behalf of the holder thereof shall be disposed of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12) all of the Company RSUs and Company DSUs issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminated; (13) the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (a) Amalco shall sell all of the shares of Amalco U.S. Sub and World Color Iceland ehf, and all of the units of World Color Capital II, LLC, ehf to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment will be subject to certain adjustments after the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2.

The Arrangement. Commencing at the Effective Time, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by Earthstone, Earthstone Acquisition, Lynden, Lynden Securityholders or any other person: (a) each issued and outstanding Lynden Share held by a Dissenting Shareholder will be, and will be deemed to be, transferred by the holder thereof, free and clear from any claims, liens or encumbrances to Lynden for cancellation and thereupon each Dissenting Shareholder shall occurcease to have any rights as a Lynden Shareholder other than the right to be paid the fair value for their Lynden Shares as set out in Article 4 and such Dissenting Shareholder’s name will be removed from the central securities register of Lynden in respect of such Lynden Share as at the Effective Time; (b) the Lynden Options will be dealt with in accordance with Section 3.3 below; (c) in consideration for (i) Earthstone issuing and delivering to Earthstone Acquisition the shares of Earthstone Common Stock required pursuant to Section 3.1(d)(iii) and Section 3.3, and (ii) Earthstone paying to or to the order of Earthstone Acquisition the cash required pursuant to Section 3.3 (such cash together with such shares of Earthstone Common Stock referred to as the “Closing Consideration”), Earthstone Acquisition will issue and be deemed to occur, issue to Earthstone 1,000,000 Common Shares without par value in the following orderauthorized share structure of Earthstone Acquisition for a total issue price equal to the aggregate fair market value of the Closing Consideration as determined by the directors of Earthstone Acquisition, with which issue price will be satisfied and deemed to be paid in full by Earthstone issuing, delivering and paying the Closing Consideration as contemplated by this Section 3.1(c), and there shall be added to the capital of Earthstone Acquisition for such Common Shares without par value an amount equal to the aggregate fair market value of the Closing Consideration; (d) each step occurring immediately following issued and outstanding Lynden Share, other than any Lynden Shares held by a Dissenting Shareholder and other than the preceding stepLynden Shares already held by Earthstone, without further act and Earthstone Acquisition will be, and will be deemed to be, transferred by the holder thereof to Earthstone Acquisition and acquired by Earthstone Acquisition, free and clear from any claims, liens or formalityencumbrances in exchange for 0.02842 shares of Earthstone Common Stock (the “Share Exchange Ratio”) and in respect of each such Lynden Share: (1i) notwithstanding the terms of the Company Rights Agreement, the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof; (2) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name holder of such Lynden Share shall cease to be the holder thereof at the Effective Time concurrently with the exchange referred to in this Section 3.1(d) and such holder’s name shall be removed from the central securities register of Company Shareholders (Lynden in respect of the Company Common Shares for which Dissent Rights have been validly exercised); (3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the such Lynden Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares; (a) Acquiror shall make a loan to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company WarrantTime; (10ii) each outstanding Amalco Convertible Preferred Share Earthstone Acquisition shall be redeemed by Amalco without deemed to be the transferee of such Lynden Share (free from any act claim, lien or formality on its part encumbrance) at the Effective Time and shall be entered in exchange for a cash payment equal the central securities register of Lynden as the holder thereof; and (iii) Earthstone will issue and deliver to the Amalco Convertible Preferred Depositary, on behalf of Earthstone Acquisition for delivery to the holder of such Lynden Share Redemption Price for each Amalco Convertible Preferred Share0.02842 shares of Earthstone Common Stock, which Earthstone Common Stock will be issued as fully paid and non-assessable shares of Earthstone and certificates representing such Earthstone Common Stock will be delivered to the Depositary, to be dealt with in accordance with Article 5 below, as the sole consideration to be given by Earthstone Acquisition therefor and the stock ledger of Earthstone will be revised accordingly; (11e) except Earthstone Acquisition shall amalgamate with and into Lynden to form one corporation with the same effect as provided in if they had amalgamated under Section 1.2 269 of the Arrangement AgreementBusiness Corporations Act, except that the separate legal existence of Lynden will not cease and Lynden will survive the amalgamation (Lynden, as such surviving entity, “Amalco”), in accordance with the following: (i) at the time of the amalgamation, the Company RSUs separate legal existence of Earthstone Acquisition shall cease without Earthstone Acquisition being liquidated or wound up and Company DSUs granted Earthstone Acquisition and Lynden shall continue as one company; (ii) the notice of articles of Amalco and articles of Amalco shall be substantially in the form of the notice of articles and articles of Earthstone Acquisition, taking into account the transactions set forth herein; (iii) at the time of the amalgamation, the Lynden Shares held by Earthstone Acquisition shall be cancelled without reimbursement of the capital represented thereby, each issued and outstanding Common Share without par value in the authorized share structure of Earthstone Acquisition immediately prior to the Effective Timeamalgamation will be automatically exchanged for one Common Share without par value in Amalco, without any further action on behalf and the capital of the holder thereof Amalco shall be disposed the same as the capital of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12) all of the Company RSUs and Company DSUs issued and outstanding Earthstone Acquisition immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminatedamalgamation; (13iv) the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall property, rights and interests of Earthstone Acquisition and Lynden will be immediately redeemed by the property, rights and interests of Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (av) Amalco shall sell all be liable for the obligations of Earthstone Acquisition and Lynden; (vi) any existing cause of action, claim or liability to prosecution of Earthstone Acquisition or Lynden shall be unaffected; (vii) any legal proceeding being prosecuted or pending by or against either Earthstone Acquisition or Lynden may be prosecuted, or by its prosecution may be continued, as the case may be, by or against Amalco; (viii) a conviction against, or ruling, order or judgment in favour of or against either Earthstone Acquisition or Lynden may be enforced by or against Amalco; (ix) Amalco’s name shall be Lynden Energy Corp.; (x) the board of directors of Amalco shall consist of the shares following person: Name: Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (xi) the officers of Amalco U.S. Sub shall consist of the following persons: Name: Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President and World Color Iceland ehfChief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Financial Officer and Secretary (xii) the first auditor of Amalco shall be Deloitte LLP, which shall hold office until the first annual meeting of Amalco following the amalgamation or until their successors are elected or appointed, and all for the purposes of Section 270 of the units Business Corporations Act, the provisions of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed this section shall constitute the amalgamation agreement between Amalco Earthstone Acquisition and Acquiror, which payment will be subject to certain adjustments after the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2Lynden.

The Arrangement. Commencing at On the Effective TimeDate, the following shall occur, will occur and be deemed to occur, occur in the following order, with each step occurring immediately following the preceding step, order without further act or formalityformality notwithstanding anything contained in the provisions attaching to any of the securities of Spearmint or of Spinco, but subject to the provisions of Article 5: 4.1.1 The articles of Spearmint will be amended to authorize Spearmint to issue an unlimited number of Common Shares (to be re‐designated as “Pre‐arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “Common shares” in the amended articles) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares” in the amended articles). 4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchange: (1a) notwithstanding The issue price for each Class 1 Reorganization Share will be an amount equal to the terms fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $20,000. (c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company Rights Agreementwill add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above. (e) The amounts to be added to the stated capital accounts maintained by the Company Rights Agreement shall be terminated for the New Common Shares and all rights issued pursuant to Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the Company Rights Agreement shall be cancelled without any payment in respect thereof;PUC of the Common Shares at the time of the exchange. (2f) each Company Each Shareholder will cease to be the holder of the Common Share in respect Shares so exchanged and will become the holder of which Dissent Rights have been validly exercised shall be repurchased New Common Shares and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the Class 1 Reorganization Shares issued to such Shareholder. The name of such holder shall Shareholder will be removed from the register of Company Shareholders (in holders of Common Shares with respect to the Common Shares so exchanged and will be added to the registers of the Company holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder. 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2(a) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2(c) will be evidenced by the existing share certificates representing the Common Shares which will be deemed for all purposes thereafter to be certificates representing New Common Shares to which Dissent Rights have been validly exercised);the holder is entitled pursuant to the Arrangement, and no share certificates representing such New Common Shares will be issued to the Common Shareholders. (3) Acquiror Sub 3 4.1.4 The Common Shares exchanged for New Common Shares and Company shall amalgamate Class 1 Reorganization Shares pursuant to form Amalco, as more fully described section 4.1.2 will be cancelled. 4.1.5 Each Shareholder will sell and transfer all of its Class 1 Reorganization Shares to Spinco for consideration consisting solely of Spinco Common Shares issued by Spinco in Section 2.3;accordance with the Spinco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer: (4) Acquiror shall (a) The issue shares of Acquiror Class A price for each Spinco Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value will be an amount equal to the fair market value of such shares of Acquiror the fractional Class A Common Stock and 1 Reorganization Share for which it was issued as consideration. (b) contribute Each holder of Class 1 Reorganization Shares so sold will cease to Acquiror Sub 1 be the cash amount, if any, that may be required by Acquiror Sub 2 to make holder of the cash payments pursuant to clause (6), in exchange for Reorganization Shares so sold and transferred and will become the issuance to Acquiror holder of common shares of Acquiror Sub 1 with a fair market value equal Spinco Common Shares issued to such cash amount; (5) Acquiror Sub holder. The name of such holder will be removed from the register of holders of Class 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 Reorganization Shares with a fair market value equal respect to the fair market value Class 1 Reorganization Shares so sold and transferred and will be added to the register of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Spinco Common Shares in exchange for (i) as the holder of the number of shares Spinco Common Shares so issued to such holder, and Spinco will be and will be deemed to be the transferee of Acquiror Class A Common Stock equal 1 Reorganization Shares so transferred and the name of Spinco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to Spinco. 4.1.6 All of the Share Exchange Ratio Class 1 Reorganization Shares owned by Spinco will be redeemed for their aggregate redemption value and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount such redemption value will be satisfied in full by the total number of Amalco Redeemable Preferred Shares; (a) Acquiror shall make a loan transfer by Spearmint to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 Spinco of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company Warrant; (10) each outstanding Amalco Convertible Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective Time, without any further action on behalf of the holder thereof shall be disposed of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12) all of the Company RSUs and Company DSUs issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled Spinco Working Capital and the Company RSU Plan and the Company DSU Plan shall be terminated; (13) the Amalco Redeemable Preferred Class 1 Reorganization Shares held by Acquiror Sub 2 shall be immediately redeemed by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (a) Amalco shall sell all of the shares of Amalco U.S. Sub and World Color Iceland ehf, and all of the units of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment will be subject to certain adjustments after the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2cancelled.

The Arrangement. Commencing at On the Effective TimeDate, the following shall occur, occur and be deemed to occur, occur in the following order, with each step occurring immediately following the preceding step, chronological order without further act or formality, notwithstanding anything contained in the provisions attaching to any of the securities of Arris or InCana, but subject to the provisions of Article 5: (1a) notwithstanding the terms of the Company Rights Agreement, will transfer the Asset to InCana in consideration for 15,043,372 InCana Shares (the "Distributed InCana Shares") and the Company Rights Agreement shall will be terminated and all rights issued pursuant added to the Company Rights Agreement shall be cancelled without any payment in respect thereof; (2) each Company Common Share central securities register of InCana in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name of such holder shall be removed from the register of Company Shareholders (in respect of the Company Common Shares for which Dissent Rights have been validly exercised); (3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred InCana Shares; (a) Acquiror shall make the authorized share capital of the Company will be changed by: (i) altering the identifying name of the Arris Shares to class A common shares without par value, being the Arris Class A Shares, (ii) creating a loan class consisting of an unlimited number of common shares without par value (the "New Shares"), and (iii) creating a class consisting of an unlimited number of class A preferred shares without par value, having the rights and restrictions described in Exhibit III to Amalco the Plan of Arrangement, being the Arris Class A Preferred Shares; (c) each issued Arris Class A Share will be exchanged for one New Share and one Arris Class A Preferred Share and, subject to the exercise of a right of dissent, the holders of the Arris Class A Shares will be removed from the central securities register of the Company and will be added to that central securities register as the holders of the number of New Shares and Arris Class A Preferred Shares that they have received on the exchange; (d) all of the issued Arris Class A Shares will be cancelled with the appropriate entries being made in an amount the central securities register of the Company, and the aggregate paid–up capital (as that term is used for purposes of the Tax Act) of the Arris Class A Shares immediately prior to the Effective Date will be allocated between the New Shares and the Arris Class A Preferred Shares so that the aggregate paid–up capital of the Arris Class A Preferred Shares is equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 aggregate fair market value of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated Distributed InCana Shares as of the Effective Date, for and each Company Warrant; (10) each outstanding Amalco Convertible Arris Class A Preferred Share shall so issued will be redeemed issued by Amalco without any act or formality on its part in exchange the Company at an issue price equal to such aggregate fair market value divided by the number of issued Arris Class A Preferred Shares, such aggregate fair market value of the Distributed InCana Shares to be determined as at the Effective Date by resolution of the board of directors of the Company; (e) the Company will redeem the issued Arris Class A Preferred Shares for a cash payment consideration consisting solely of the Distributed InCana Shares such that each holder of Arris Class A Preferred Shares will, subject to the rounding of fractions and the exercise of rights of dissent, receive that number of InCana Shares that is equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 number of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective Time, without any further action on behalf of the holder thereof shall be disposed of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12) all of the Company RSUs and Company DSUs issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminated; (13) the Amalco Redeemable Arris Class A Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed such holder multiplied by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2Exchange Factor; (14f) the Amalco Note shall name of each holder of Arris Class A Preferred Shares will be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (a) Amalco shall sell all removed as such from the central securities register of the shares of Amalco U.S. Sub and World Color Iceland ehfCompany, and all of the units of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment issued Arris Class A Preferred Shares will be subject cancelled with the appropriate entries being made in the central securities register of the Company; (g) the Distributed InCana Shares transferred to certain adjustments the holders of the Arris Class A Preferred Shares pursuant to step §(e) above will be registered in the names of the former holders of Arris Class A Preferred Shares and appropriate entries will be made in the central securities register of InCana; (h) the Arris Class A Shares and the Arris Class A Preferred Shares, none of which will be allotted or issued once the steps referred to in steps §(c) and §(e) above are completed, will be cancelled and the authorized share structure of the Company will be changed by eliminating the Arris Class A Shares and the Arris Class A Preferred Shares therefrom; (i) the Notice of Articles and Articles of the Company will be amended to reflect the changes to its authorized share structure made pursuant to this Plan of Arrangement; and (j) after the Effective Date Date: (i) all Arris Share Commitments will be exercisable for New Shares and InCana Shares in accordance with the corporate reorganization terms of such commitments, whereby the acquisition of one Arris Share under a Arris Share Commitment will result in the holder of the Arris Share Commitment receiving one New Share and such number of InCana Shares equal to the number of New Shares so received multiplied by the Exchange Factor, (ii) pursuant to the InCana Commitment, InCana will issue the required number of InCana Shares upon the exercise of Arris Share Commitments as agreed between Amalco is directed by the Company, and (iii) the Company will, as agent for InCana, collect and Acquirorpay to InCana a portion of the proceeds received for each Arris Share Commitment so exercised, and (b) Amalco shall repay Amalco Note 2with the balance of the exercise price to be retained by Arris, as determined in accordance with §4.4 of the Arrangement Agreement.

The Arrangement. Commencing at the Effective Time, the following shall occur, occur and be deemed to occur, occur in the following order, with each step occurring immediately following the preceding step, chronological order without further act or formalityformality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5: (1) notwithstanding the terms of the Company Rights Agreement, the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof; (2a) each Company Common Vizsla Silver Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights have been validly exercised (each, a "Dissenting Share") shall be repurchased directly transferred and cancelled assigned by Companysuch Dissenting Shareholder to Vizsla Silver, without any further act or formality on its partand free and clear of any liens, in consideration for a debt claim against Company in an amount determined charges and payable in accordance with Article 3encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the name right to be paid the fair value for their Vizsla Silver Shares by Vizsla Silver; (b) the authorized share structure of such holder Vizsla Silver shall be removed from altered by: (i) renaming and redesignating all of the register of Company Shareholders (issued and unissued Vizsla Silver Shares as "Class A common shares without par value" and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the Company Common Shares for which Dissent Rights have been validly exercised); (3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares of Acquiror "Vizsla Silver Class A Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount;"; and (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) creating a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total new class consisting of an unlimited number of Amalco Redeemable Preferred Shares; (a) Acquiror shall make a loan "common shares without par value" with terms and special rights and restrictions identical to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 those of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company Warrant; (10) each outstanding Amalco Convertible Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding Vizsla Silver Shares immediately prior to the Effective Time, without any further action on behalf of being the holder thereof shall be disposed of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable"New Vizsla Silver Shares"; (12c) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b); (d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Share shall be transferred and exchanged for: (i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and (ii) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options; (e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise of the Vizsla Silver Warrant, for the original exercise price: (i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; and (ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; (f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver as the holders of such and will be added to the central securities register of Vizsla Silver as the holders of the number of New Vizsla Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A Shares will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spinco; (g) all of the Company RSUs issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and Company DSUs issued the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and outstanding the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver Shares will be equal to that of the Vizsla Silver Shares immediately prior to the Effective Time shall thereafter immediately be cancelled and less the Company RSU Plan and the Company DSU Plan shall be terminated; (13) the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance fair market value of the Amalco Note Spinco Shares and Spinco Warrants distributed pursuant to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common SharesSection 3.1(f); and (15h) (a) Amalco the Notice of Articles of Vizsla Silver shall sell all of be amended to reflect the shares of Amalco U.S. Sub and World Color Iceland ehf, and all of the units of World Color Capital II, LLC, to Acquiror alterations in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment will be subject to certain adjustments after the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2Section 3.1(g).

The Arrangement. Commencing On the Effective Date, the following shall occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of KBY or KBY Subsidiaries, but subject to the provisions of Article 5: (a) at the Effective Time, the following authorized share structure of KBY shall occur, and be deemed to occur, in the following order, with each step occurring immediately following the preceding step, without further act or formalitychanged by: (1i) notwithstanding altering the terms identifying name of all of the Company Rights Agreement, issued and unissued KBY Shares as Class A Shares; and (ii) creating the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereofKBY New Shares; (2b) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased five (5) minutes after the Effective Time, KBY and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name of such holder shall be removed from the register of Company Shareholders (in respect of the Company Common Shares for which Dissent Rights have been validly exercised);ACT360 will transfer: (3i) Acquiror Sub 3 and Company shall amalgamate the Online Advertising Assets to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, Hapuna in exchange for (A) the issuance Hapuna Cash Payment, (2) the Hapuna Promissory Note, and (C) that number of Hapuna Shares necessary to Acquiror of common shares of Acquiror Sub 1 with a satisfy the obligation to issue Hapuna Shares to the KBY Shareholders pursuant to (c) below and having an aggregate fair market value equal to the fair market value of such shares the Online Advertising Assets (less the amount of Acquiror Class A Common Stock and related liabilities of KBY being assumed by Hapuna); and (bii) contribute the SaaS Assets to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), Bexar in exchange for (A) the issuance Bexar Cash Payment, (2) the Bexar Promissory Note, and (C) that number of Bexar Shares necessary to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal satisfy the obligation to such cash amount; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired issue Bexar Shares to the KBY Shareholders pursuant to clause (4c) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a below and having an aggregate fair market value equal to the fair market value of such shares the SaaS Assets (less the amount of Acquiror Class A Common Stock related liabilities of KBY being assumed by Bexar), and (b) contribute to Acquiror Sub 2 the cash amount received and KBY and each of Hapuna and Bexar will jointly elect pursuant to clause (4), the terms of section 85 of the Tax Act at elected amounts to be determined by KBY within the limits set out in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amountTax Act; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares; (a) Acquiror shall make a loan to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable ten (but in no event more than 60 days10) minutes after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt KBY Shareholders will receive: (i) one KBY New Share in accordance with section 3.7 of exchange for each KBY Class A Share outstanding on the Senior Notes IndentureEffective Date; (8) ii) one Hapuna Share in exchange for each KBY Class A Share outstanding on the Acquiror Dividend shall be declaredEffective Date; (9iii) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part one Bexar Share in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of each KBY Class A Share outstanding on the Effective Date, and such KBY Shareholders shall cease to be the holders of the KBY Class A Shares so exchanged. No fractional shares will be issued and KBY Shareholders will not receive any compensation in lieu thereof. The name of each Shareholder who is so deemed to exchange his, her or its KBY Class A Shares, shall be removed from the central securities register of KBY Class A Shares with respect to the KBY Class A Shares so exchanged and shall be added to the central securities registers of KBY New Shares, Hapuna Shares and Bexar Shares as the holder of the number of KBY New Shares, Hapuna Shares and Bexar Shares, deemed to have been received on the exchange. The aggregate paid up capital of the KBY New Shares will be equal to the paid up capital of the KBY Class A Shares immediately prior to the reorganization less the fair market value of the Hapuna Shares and Bexar Shares. (d) fifteen (15) minutes after the Effective Time, each Option to acquire one KBY Share will be deemed to be exchanged for each Company Warrantone KBY New Option to acquire one KBY New Share at an exercise price equal to the original exercise price of the Option; (10e) each outstanding Amalco Convertible Preferred Share twenty (20) minutes after the Effective Time, the Warrants shall be redeemed by Amalco without any act or formality on its part in exchange deemed to be amended to entitle the Warrantholder to receive, upon due exercise of the Warrant, for a cash payment equal to the Amalco Convertible Preferred original exercise price, one KBY New Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 KBY Share that was issuable upon due exercise of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding Warrants immediately prior to the Effective Time, without any further action on behalf of the holder thereof shall be disposed of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12f) all twenty five (25) minutes after the Effective Time, the Debentures shall be deemed to be amended to entitle the Debentureholder to receive, upon due conversion of the Company RSUs and Company DSUs issued and outstanding Debenture, for the original conversion price, one KBY New Share for each KBY Share that was issuable upon due conversion of the Debentures immediately prior to the Effective Time shall thereafter immediately Time; (g) the KBY Class A Shares, none of which will be allotted or issued once the steps referred to in Section 3.1(b) and (c) above are completed, will be cancelled and the Company RSU Plan and authorized share structure of KBY will be changed by eliminating, if the Company DSU Plan shall be terminated;KBY directors so chooses, the KBY Class A Shares. (13h) the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall be immediately redeemed by Amalco, without any act or formality on the part KBY’s Notice of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (a) Amalco shall sell all of the shares of Amalco U.S. Sub Articles and World Color Iceland ehf, and all of the units of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment Articles will be subject amended to certain adjustments after reflect the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2change to its authorized share structure made pursuant to this Plan of Arrangement.

The Arrangement. 3.1 The Arrangement Commencing at the Effective Time, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by Earthstone, Earthstone Acquisition, Lynden, Lynden Securityholders or any other person: (a) each issued and outstanding Lynden Share held by a Dissenting Shareholder will be, and will be deemed to be, transferred by the holder thereof, free and clear from any claims, liens or encumbrances to Lynden for cancellation and thereupon each Dissenting Shareholder shall occurcease to have any rights as a Lynden Shareholder other than the right to be paid the fair value for their Lynden Shares as set out in Article 4 and such Dissenting Shareholder’s name will be removed from the central securities register of Lynden in respect of such Lynden Share as at the Effective Time; (b) the Lynden Options will be dealt with in accordance with Section 3.3 below; (c) in consideration for (i) Earthstone issuing and delivering to Earthstone Acquisition the shares of Earthstone Common Stock required pursuant to Section 3.1(d)(iii) and Section 3.3, and (ii) Earthstone paying to or to the order of Earthstone Acquisition the cash required pursuant to Section 3.3 (such cash together with such shares of Earthstone Common Stock referred to as the “Closing Consideration”), Earthstone Acquisition will issue and be deemed to occur, issue to Earthstone 1,000,000 Common Shares without par value in the following orderauthorized share structure of Earthstone Acquisition for a total issue price equal to the aggregate fair market value of the Closing Consideration as determined by the directors of Earthstone Acquisition, with which issue price will be satisfied and deemed to be paid in full by Earthstone issuing, delivering and paying the Closing Consideration as contemplated by this Section 3.1(c), and there shall be added to the capital of Earthstone Acquisition for such Common Shares without par value an amount equal to the aggregate fair market value of the Closing Consideration; (d) each step occurring immediately following issued and outstanding Lynden Share, other than any Lynden Shares held by a Dissenting Shareholder and other than the preceding stepLynden Shares already held by Earthstone, without further act and Earthstone Acquisition will be, and will be deemed to be, transferred by the holder thereof to Earthstone Acquisition and acquired by Earthstone Acquisition, free and clear from any claims, liens or formalityencumbrances in exchange for 0.02842 shares of Earthstone Common Stock (the “Share Exchange Ratio”) and in respect of each such Lynden Share: (1i) notwithstanding the terms of the Company Rights Agreement, the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof; (2) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name holder of such Lynden Share shall cease to be the holder thereof at the Effective Time concurrently with the exchange referred to in this Section 3.1(d) and such holder’s name shall be removed from the central securities register of Company Shareholders (Lynden in respect of the Company Common Shares for which Dissent Rights have been validly exercised); (3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3; (4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the such Lynden Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount; (5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount; (6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares; (a) Acquiror shall make a loan to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, (b) Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 of the Senior Notes Indenture, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 of the Senior Notes Indenture; (8) the Acquiror Dividend shall be declared; (9) notwithstanding the terms of the Company Indenture, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company WarrantTime; (10ii) each outstanding Amalco Convertible Preferred Share Earthstone Acquisition shall be redeemed by Amalco without deemed to be the transferee of such Lynden Share (free from any act claim, lien or formality on its part encumbrance) at the Effective Time and shall be entered in exchange for a cash payment equal the central securities register of Lynden as the holder thereof; and (iii) Earthstone will issue and deliver to the Amalco Convertible Preferred Depositary, on behalf of Earthstone Acquisition for delivery to the holder of such Lynden Share Redemption Price for each Amalco Convertible Preferred Share0.02842 shares of Earthstone Common Stock, which Earthstone Common Stock will be issued as fully paid and non-assessable shares of Earthstone and certificates representing such Earthstone Common Stock will be delivered to the Depositary, to be dealt with in accordance with Article 5 below, as the sole consideration to be given by Earthstone Acquisition therefor and the stock ledger of Earthstone will be revised accordingly; (11e) except Earthstone Acquisition shall amalgamate with and into Lynden to form one corporation with the same effect as provided in if they had amalgamated under Section 1.2 269 of the Arrangement AgreementBusiness Corporations Act, except that the separate legal existence of Lynden will not cease and Lynden will survive the amalgamation (Lynden, as such surviving entity, “Amalco”), in accordance with the following: (i) at the time of the amalgamation, the Company RSUs separate legal existence of Earthstone Acquisition shall cease without Earthstone Acquisition being liquidated or wound up and Company DSUs granted Earthstone Acquisition and Lynden shall continue as one company; (ii) the notice of articles of Amalco and articles of Amalco shall be substantially in the form of the notice of articles and articles of Earthstone Acquisition, taking into account the transactions set forth herein; (iii) at the time of the amalgamation, the Lynden Shares held by Earthstone Acquisition shall be cancelled without reimbursement of the capital represented thereby, each issued and outstanding Common Share without par value in the authorized share structure of Earthstone Acquisition immediately prior to the Effective Timeamalgamation will be automatically exchanged for one Common Share without par value in Amalco, without any further action on behalf and the capital of the holder thereof Amalco shall be disposed the same as the capital of and surrendered by the holders thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Plan or the Company DSU Plan, as applicable; (12) all of the Company RSUs and Company DSUs issued and outstanding Earthstone Acquisition immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminatedamalgamation; (13iv) the Amalco Redeemable Preferred Shares held by Acquiror Sub 2 shall property, rights and interests of Earthstone Acquisition and Lynden will be immediately redeemed by the property, rights and interests of Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Shares; and (15) (av) Amalco shall sell all be liable for the obligations of Earthstone Acquisition and Lynden; (vi) any existing cause of action, claim or liability to prosecution of Earthstone Acquisition or Lynden shall be unaffected; (vii) any legal proceeding being prosecuted or pending by or against either Earthstone Acquisition or Lynden may be prosecuted, or by its prosecution may be continued, as the case may be, by or against Amalco; (viii) a conviction against, or ruling, order or judgment in favour of or against either Earthstone Acquisition or Lynden may be enforced by or against Amalco; (ix) Amalco’s name shall be Lynden Energy Corp.; (x) the board of directors of Amalco shall consist of the shares following person: Name: Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (xi) the officers of Amalco U.S. Sub shall consist of the following persons: Name: Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President and World Color Iceland ehfChief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Financial Officer and Secretary (xii) the first auditor of Amalco shall be Deloitte LLP, which shall hold office until the first annual meeting of Amalco following the amalgamation or until their successors are elected or appointed, and all for the purposes of Section 270 of the units Business Corporations Act, the provisions of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed this section shall constitute the amalgamation agreement between Amalco Earthstone Acquisition and Acquiror, which payment will be subject to certain adjustments after the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2Lynden.

The Arrangement. Commencing On the Effective Date and commencing at the Effective Time, the following shall occur, occur and be deemed to occur, occur in the following order, with each step occurring immediately following the preceding step, order without further act or formality: (1a) notwithstanding the terms authorized capital of Tenke will be amended by redesignating the Company Rights Agreement, Tenke Shares as Class B Shares and the Company Rights Agreement Articles of Tenke shall be terminated deemed to be amended accordingly and all rights issued pursuant to each certificate representing an outstanding Tenke Share shall, as and from the Company Rights Agreement shall be cancelled without any payment in respect thereoftime such redesignation is effective, represent a Class B Share; (2b) each Company Common Share in respect the authorized capital of which Dissent Rights have been validly exercised Tenke will be amended by the creation of an unlimited number of Class A Shares and the Articles of Tenke shall be repurchased deemed to be amended accordingly; (c) Tenke will transfer the South American Assets and cancelled by Company, without any further act or formality on its partthe Cash to Newco and, in consideration therefor, Newco will issue to Tenke, as fully paid and non-assessable, that number of Newco Shares equal to the number of Tenke Shares issued and outstanding immediately before the Effective Time, other than Tenke Shares held by Dissenting Shareholders; (d) each issued Class B Share, other than those held by Dissenting Shareholders, will be exchanged with Tenke for a debt claim against Company one Class A Share and one Newco Share acquired by Tenke in an accordance with Section 3.2(c) and the certificates representing the outstanding Class B Shares of Tenke shall thereafter represent Class A Shares; (e) each issued Class B Share held by Dissenting Shareholders (for greater certainty, being Tenke Shareholders who have duly complied with the Dissent Rights and are ultimately entitled to be paid for their dissenting shares) will be acquired by Tenke in consideration for Tenke agreeing to pay the amount to be paid as determined and payable in accordance with Article 3, and the name IV of such holder shall be removed from the register this Plan of Company Shareholders (Arrangement in respect of the Company Common Shares for which Dissent Rights have been validly exercised)dissenting shares; (3f) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described each issued Class B Share acquired in accordance Section 2.33.2(e) will be cancelled; (4g) Acquiror shall (a) issue shares the stated capital of Acquiror Tenke for the outstanding Class A Common Stock to Acquiror Sub 1, in a number Shares will be an amount equal to the Share Exchange Ratio multiplied by stated capital of Tenke for the total number of Amalco Redeemable Preferred Class B Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to less the fair market value of such shares the Newco Shares distributed to Tenke Shareholders, other than Dissenting Shareholders, pursuant to Section 3.2(d) and the paid-up capital of Acquiror the Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may Shares of Tenke will be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amountreduced accordingly; (5h) Acquiror Sub 1 shall (a) transfer its shares of Acquiror the Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amountB Shares will be cancelled; (6i) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror issued Class A Common Stock equal Share will be transferred to the Share Exchange Ratio ▇▇▇▇▇▇ in consideration of 1.73 ▇▇▇▇▇▇ Shares and (ii) a cash payment equal to the quotient obtained by dividing the Residual Cash Amount by the total number of Amalco Redeemable Preferred Shares$0.001 in cash; (aj) Acquiror shall make each Tenke Stock Option outstanding immediately before the Effective Date will be exchanged for a loan stock option to Amalco in an amount equal to the principal amount of Amalco Note 2 and Amalco shall issue Amalco Note 2 to Acquiror, be issued by ▇▇▇▇▇▇ (ba "▇▇▇▇▇▇ New Option") Amalco shall repay the Amalco Third Party Debt in full, and (c) Amalco U.S. Sub 2 shall furnish, pursuant to section 3.1 which the holder of the Senior Notes IndentureTenke Stock Option will be entitled to receive, such redemption notice as may be necessary to effect, as soon as reasonably practicable (but in no event more than 60 days) after the Effective Time, a redemption of all the Amalco U.S. Third Party Debt in accordance with section 3.7 upon exercise of the Senior Notes Indenture; (8) ▇▇▇▇▇▇ New Option, that number of ▇▇▇▇▇▇ Shares which the Acquiror Dividend shall be declared; (9) notwithstanding the terms holder would have been entitled to receive as a result of the Company Indenturetransactions contemplated by this Plan of Arrangement if, Amalco shall purchase for cancellation each unexercised Company Warrant without any act or formality on its part in exchange for the applicable cash payment, if any, as required by the Company Indenture, calculated as of the Effective Date, for each Company Warrant; (10) each outstanding Amalco Convertible Preferred Share shall be redeemed by Amalco without any act or formality on its part in exchange for a cash payment equal to the Amalco Convertible Preferred Share Redemption Price for each Amalco Convertible Preferred Share; (11) except as provided in Section 1.2 of the Arrangement Agreement, the Company RSUs and Company DSUs granted and outstanding immediately prior to the Effective Time, without any further action on behalf such holder had been the registered holder of the number of Tenke Shares to which such holder thereof was therefore entitled upon exercise of the Tenke Stock Option. Save and except as otherwise agreed to by ▇▇▇▇▇▇ and the holders of Tenke Stock Options, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of each ▇▇▇▇▇▇ New Option will otherwise be unchanged from those contained in or otherwise applicable to the related Tenke Stock Option. It is intended that the provisions of Subsection 7 (1.4) of the Tax Act apply to such exchange. Therefore, in the event that the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the ▇▇▇▇▇▇ Shares that a holder is entitled to acquire on exercise of the ▇▇▇▇▇▇ New Option exceeds the amount payable to acquire such shares under the ▇▇▇▇▇▇ New Option (the "▇▇▇▇▇▇ Stock Option In-The-Money Amount") exceeds the amount by which the total fair market value (determined immediately before the Effective Time) of the Tenke Shares that the holder was entitled to acquire on exercise of the Tenke Stock Option exceeds the amount payable to acquire such shares under the Tenke Stock Option (the "Tenke Stock Option In-The-Money Amount"), the number of ▇▇▇▇▇▇ Shares which may be acquired on exercise of the ▇▇▇▇▇▇ New Option will be adjusted accordingly with effect at and from the Effective Time to ensure that the ▇▇▇▇▇▇ Stock Option In-The-Money Amount does not exceed the Tenke Stock Option In-The-Money Amount and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be disposed unchanged. In addition each Tenke Stock Option which, by its terms, would expire 90 days after the holder of such option ceased to be eligible to hold options under the Tenke Stock Option Plan, shall be deemed to have been amended to provide that such option shall not expire until 180 days after the holder of such option ceased to be eligible to hold options under the Tenke Stock Option Plan; (k) Newco will redeem its outstanding Class A Shares for $0.001 per share and surrendered by such shares will be cancelled; (l) no fractional ▇▇▇▇▇▇ Shares will be issued in connection with the holders exchange in Section 3.2(i), but rather shareholders entitled to a fractional ▇▇▇▇▇▇ Share will receive cash in lieu thereof to Amalco without any act or formality on its or their part in exchange for cash payments by Amalco calculated in accordance with the Company RSU Section 3.5 of this Plan or the Company DSU Plan, as applicableof Arrangement; (12m) all the names of Tenke Shareholders, other than ▇▇▇▇▇▇, will be removed from the Company RSUs and Company DSUs issued and outstanding immediately prior to the Effective Time shall thereafter immediately be cancelled and the Company RSU Plan and the Company DSU Plan shall be terminatedcentral securities register of Tenke; (13n) ▇▇▇▇▇▇ will become the Amalco Redeemable Preferred holder of all Class A Shares held by Acquiror Sub 2 shall and the central securities register of Tenke will be immediately redeemed by Amalco, without any act or formality on the part of Acquiror Sub 2 or Amalco, in exchange for the issuance of the Amalco Note to Acquiror Sub 2; (14) the Amalco Note shall be immediately converted by Acquiror Sub 2 into Amalco Common Sharesrevised accordingly; and (15o) (a) Amalco shall sell all the exchanges and cancellations provided for in this Section 3.2 will be deemed to occur on the Effective Date, notwithstanding that certain of the shares of Amalco U.S. Sub and World Color Iceland ehf, and all of the units of World Color Capital II, LLC, to Acquiror in exchange for a cash payment to be agreed between Amalco and Acquiror, which payment will be subject to certain adjustments procedures related thereto are not completed until after the Effective Date as agreed between Amalco and Acquiror, and (b) Amalco shall repay Amalco Note 2Date.