<PAGE>
SCHEDULE "B"
THIS AMALGAMATION AGREEMENT entered into as of the day of
August, 2000.
AMONG:
1359288 ONTARIO LIMITED,
a corporation incorporated under the laws of Ontario
(hereinafter called "1359288")
OF THE FIRST PART
- and -
1359290 ONTARIO LIMITED,
a corporation incorporated under the laws of Ontario
(hereinafter called "1359290")
OF THE SECOND PART
- and -
1359292 ONTARIO LIMITED,
a corporation incorporated under the laws of Ontario
(hereinafter called "1359292")
OF THE THIRD PART
- and -
1359293 ONTARIO LIMITED,
a corporation incorporated under the laws of Ontario
(hereinafter called "1359293")
OF THE FOURTH PART
- and -
1403721 ONTARIO LIMITED,
a corporation incorporated under the laws of Ontario
(hereinafter called "1403721")
OF THE FIFTH PART
- and -
<PAGE>
Page 2
1403627 ONTARIO LIMITED,
a corporation incorporated under the laws of Ontario
(hereinafter called "1403627")
OF THE SIXTH PART
- and -
1403626 ONTARIO LIMITED,
a corporation incorporated under the laws of Ontario
(hereinafter called "1403626")
OF THE SEVENTH PART
- and -
XDL CHANGEPOINT HOLDINGS INC.,
a corporation incorporated under the laws of Ontario
(hereinafter called "XDL")
OF THE EIGHTH PART
- and -
CHANGEPOINT CORPORATION,
a corporation incorporated under the laws of Ontario
(hereinafter called "Changepoint")
OF THE NINTH PART
WHEREAS all of 1359288, 1359290, 1359292, 1359293, 1403721,
1403627, 1403626, XDL and Changepoint are corporations to which the Business
Corporations Act (Ontario) applies;
AND WHEREAS 1359288 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which -Class A shares and - common shares are issued and
outstanding;
AND WHEREAS 1359290 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which - Class A shares and - common shares are issued and
outstanding;
<PAGE>
Page 3
AND WHEREAS 1359292 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares, of which - Class A shares and - common shares are issued and
outstanding;
AND WHEREAS 1359293 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which - Class A shares and - common shares are issued and
outstanding;
AND WHEREAS 1403721 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which - Class A shares and - common shares are issued and
outstanding;
AND WHEREAS 1403627 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which - Class A shares and - common shares are issued and
outstanding;
AND WHEREAS 1403626 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which - Class A shares and - common shares are issued and
outstanding;
AND WHEREAS XDL is authorized to issue an unlimited number of
[preference] and common shares, of which [- preference] shares and 3,150 common
shares are issued and outstanding;
AND WHEREAS Changepoint is authorized to issue 5,983,962 Class A
Preferred Shares, an unlimited number of Class B Preference Shares and an
unlimited number of common shares, of which 5,983,962 Class A Preferred Shares,
2,873,696 Class B Preferred Shares and 10,197,108 common shares are issued and
outstanding;
AND WHEREAS the parties hereto, acting under the authority contained in
the Business Corporations Act (Ontario), have agreed to amalgamate upon the
terms and conditions set out hereunder.
NOW THEREFORE THIS AGREEMENT WITNESSETH as follows:
1. DEFINITIONS
In this agreement:
(a) "Amalgamating Corporations" means 1359288, 1359290,
1359292, 1359293, 1403721, 1403627, 1403626, XDL and Changepoint;
<PAGE>
Page 4
(b) "Amalgamation Agreement" or "Agreement" means this
amalgamation agreement;
(c) "Act" means the Business Corporations Act (Ontario);
(d) "Corporation" means the corporation continuing from the
amalgamation of the Amalgamating Corporations;
(e) "Effective Time" means 4:00 p.m. on the Effective Date; and
(f) "Effective Date" means the date set out on the certificate
endorsed by the Director appointed under the Act on the
articles of amalgamation giving effect to the amalgamation
herein provided for.
2. AGREEMENT TO AMALGAMATE
The Amalgamating Corporations do hereby agree to amalgamate on
the Effective Date under the provisions of the Act and to continue as one
corporation upon the terms and conditions herein set out.
3. NAME OF CORPORATION
The name of the Corporation shall be CHANGEPOINT CORPORATION.
4. REGISTERED OFFICE
The registered office of the Corporation shall be in the
Regional Municipality of York, in the Province of Ontario. The address of the
registered office of the Corporation shall be 1595 Sixteenth Avenue, Suite 702,
Richmond Hill, Ontario L4B 3N9.
5. RESTRICTIONS
There shall be no restrictions on the business which the
Corporation is authorized to carry on or the powers the Corporation may
exercise.
6. AUTHORIZED CAPITAL
The classes and any maximum number of shares that the
Corporation is authorized to issue are as follows:
an unlimited number of shares designated as Blank Cheque
Preference Shares issuable in one or more series; and
an unlimited number of Common Shares.
<PAGE>
Page 5
7. RIGHTS ATTACHING TO SHARES
The Blank Cheque Preference Shares and Common Shares of the
Corporation shall have attached thereto the following rights, privileges,
restrictions and conditions:
BLANK CHEQUE PREFERENCE SHARES
PREFERENCE SHARES ISSUABLE IN SERIES
1. ONE OR MORE SERIES - The preference shares may at any time and from
time to time be issued in one or more series.
2. TERMS OF EACH SERIES - Subject to the Act, the directors may fix,
before the issue thereof, the number of preference shares of each
series, the designation, rights, privileges, restrictions and
conditions attaching to the preference shares of each series,
including, without limitation, any voting rights, any right to receive
dividends (which may be cumulative or non-cumulative and variable or
fixed) or the means of determining such dividends, the dates of payment
thereof, any terms and conditions of redemption or purchase, any
conversion rights, and any rights on the liquidation, dissolution or
winding-up of the Corporation, any sinking fund or other provisions,
the whole to be subject to the issue of a certificate of amendment
setting forth the designation, rights, privileges, restrictions and
conditions attaching to the preference hares of the series.
3. RANKING OF PREFERENCE SHARES - The preference shares of each series
shall, with respect to the payment of dividends and the distribution of
assets in the event of the liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, rank on a parity
with the preference shares of every other series and be entitled to
preference over the common shares. If any amount of cumulative
dividends (whether or not declared) or declared non-cumulative
dividends or any amount payable on any such distribution of assets
constituting a return of capital in respect of the preference shares of
any series is not paid in full, the preference shares of such series
shall participate ratably with the preference shares of every other
series in respect of all such dividends and amounts.
COMMON SHARES
1. DIVIDENDS. If in any fiscal year after providing for the full dividend on the
Blank Cheque Preference Shares and any other class of shares ranking above the
Common Shares, there shall remain any moneys of the Corporation properly
applicable to the payment of dividends, such moneys may, in the discretion of
the directors be applied to dividends on the Common Shares as and when declared
by the directors.
<PAGE>
Page 6
2. LIQUIDATION, DISSOLUTION & WINDING-UP. In the event of the liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary,
the holders of the Common shares shall be entitled to receive, after payment to
the holders of the Blank Cheque Preference Shares and any other class of shares
ranking above the Common Shares, the remaining property of the Corporation.
3. VOTING RIGHTS. The holders of the Common Shares shall be entitled to receive
notice of and to attend and vote at all meetings of the shareholders of the
Corporation (except where the holders of another class of shares are entitled to
vote separately as a class as provided in the Business Corporations Act or these
Articles) and each Common Share shall confer the right to 1 vote in person or by
proxy at all meetings of shareholders of the Corporation.
8. DIRECTORS
The minimum and maximum number of directors of the Corporation shall,
until changed in accordance with the Act, be a minimum of 1 and a maximum of 12.
Until otherwise determined, the number of directors of the Corporation shall be
fixed at 7 persons and, except as otherwise provided in this Agreement,
hereafter the board of directors of the Corporation shall have full power and
authority to determine by ordinary resolution the precise number of directors of
the Corporation within the aforesaid minimum and maximum numbers. The first
directors of the Corporation shall be the following:
<TABLE>
<CAPTION>
Name Residential Address Resident Canadian
---- ------------------- -----------------
<S> <C> <C>
Gerald William Smith 1169 Secretariate Road Yes
Newmarket, Ontario
L3X 1M5
A. David Ferguson 231 Grenview Boulevard South Yes
Etobicoke, Ontario
M8Y 3V2
Ian Giffen 5 Orchard Street Yes
Markham, Ontario
L3P 2S9
Bernard Goldsmith 16 Avenue of Two Rivers No
South Rumson, New Jersey
USA 07760
David C. Wetmore 530 Walker Road No
Great Falls, Virginia
<PAGE>
Page 7
USA 22066
Bob Sywolski 100 Anchor Drive, #376 No
Key Largo, Florida
USA 33037
Howard Gwin 101 Babypoint Road Yes
Toronto, Ontario
M6S 2G3
</TABLE>
The said first directors shall hold office until the first annual meeting of
shareholders of the Corporation or until their successors are elected or
appointed, subject to the Corporation's by-laws.
9. BY-LAWS
The by-laws of Changepoint shall be the by-laws of the
Corporation and a copy of the by-laws may be examined at the address of the
registered office of the Corporation at any time during regular business hours.
10. SURRENDER OF SHARE CERTIFICATES
After the Effective Date, the shareholders of the Amalgamating
Corporations shall, when requested by the Corporation, surrender for
cancellation the certificates representing the shares held by them in the
Amalgamating Corporations and shall be entitled to receive certificates for
shares of the Corporation as herein provided. After the Effective Time,
certificates formerly representing the shares of the Amalgamating Corporations
shall represent only the right to receive certificates representing the shares
of the Corporation into which such shares of the Amalgamating Corporation have
been converted in accordance with paragraph 11 of this Agreement, together with
any dividends paid or distributions made in respect thereof and any interest
accrued on such dividends and distributions.
11. CONVERSION OF SHARES
The issued and outstanding shares in the capital of the
Amalgamating Corporations shall be converted at the Effective Time into issued
and outstanding shares of the Corporation as follows:
(a) the 205,011 issued and outstanding Class A shares of 1359288
held by The Paul Lupinacci Family Trust shall be converted
into 68,510 common shares of the Corporation;
(b) the 8,255 issued and outstanding common shares of 1359288 held
by Paul Lupinacci shall be converted into 2,759 common shares
of the Corporation;
<PAGE>
Page 8
(c) the - issued and outstanding - shares of 1359288 held by
Envision Management Services Inc. shall be converted into
865,466 common shares of the Corporation;
(d) the 728,155 issued and outstanding Class A shares of 1359290
held by The Gerry Smith Family Trust shall be converted into
82,759 common shares of the Corporation;
(e) the 100,000 issued and outstanding Class A shares of 1359290
held by UI Design Inc. shall be converted into 11,362 common
shares of the Corporation;
(f) the 124 issued and outstanding common shares of 1359290 held
by UI Design Inc. shall be converted into 2,693,634 common
shares of the Corporation;
(g) the 2,015,960 issued and outstanding Class A shares of 1359292
held by The Paul Edwards Family Trust shall be converted into
55,724 common shares of the Corporation;
(h) the - issued and outstanding - shares of 1359292 held by
Fenwick Design Limited shall be converted into 1,840,949
common shares of the Corporation;
(i) the 205,011 issued and outstanding Class A shares of 1359293
held by The Randy Remme Family Trust shall be converted into
68,510 common shares of the Corporation;
(j) the - issued and outstanding - shares of 1359293 held by
Internet Expressions Inc. shall be converted into 833,531
common shares of the Corporation;
(k) the - issued and outstanding - shares of 1403721 held by The
Moreau Family Trust shall be converted into 33,500 common
shares of the Corporation;
(l) the - issued and outstanding - shares of 1403721 held by The
Moreau Family Trust No. II shall be converted into - common
shares of the Corporation;
(m) the - issued and outstanding - shares of 1403721 held by Rick
Moreau shall be converted into 11,856 common shares of the
Corporation;
(n) the - issued and outstanding - shares of 1403627 held by The
Rusch Family Trust shall be converted into 17,170 common
shares of the Corporation;
(o) the - issued and outstanding - shares of 1403627 held by The
Rusch Family Trust No. II shall be converted into 44,458
common shares of the Corporation;
(p) the - issued and outstanding - shares of 1403627 held by Chris
Rusch shall be converted into 10,372 common shares of the
Corporation;
<PAGE>
Page 9
(q) the - issued and outstanding - shares of 1403626 held by The
Tatham Family Trust shall be converted into 38,000 common
shares of the Corporation;
(r) the - issued and outstanding - shares of 1403626 held by The
Tatham Family Trust No. II shall be converted into - common
shares of the Corporation;
(s) the - issued and outstanding - shares of 1403721 held by Chuck
Tatham shall be converted into 12,000 common shares of the
Corporation;
(t) the - issued and outstanding - [preference] shares of XDL
shall be converted into - common shares of the Corporation;
(u) the - issued and outstanding common shares of XDL shall be
converted into - common shares of the Corporation;
(v) the 5,983,962 issued and outstanding Class A Preferred shares
of Changepoint shall be converted into common shares of the
Corporation on a 1 for 1 basis so that each Class A Preferred
shareholder shall receive that number of common shares of the
Corporation which it held in Changepoint immediately prior to
amalgamation;
(w) the 2,873,696 issued and outstanding Class B Preferred shares
of Changepoint shall be converted into common shares of the
Corporation on a 1 for 1 basis so that each Class A Preferred
shareholder shall receive that number of common shares of the
Corporation which it held in Changepoint immediately prior to
amalgamation;
(x) the - issued and outstanding common shares of Changepoint all
of which are at the date hereof and will be at the Effective
Time held by or on behalf of 1359288 shall be cancelled
without any repayment of capital in respect thereof and shall
not be converted into shares of the Corporation;
(y) the - issued and outstanding common shares of Changepoint all
of which are at the date hereof and will be at the Effective
Time held by or on behalf of 1359290 shall be cancelled
without any repayment of capital in respect thereof and shall
not be converted into shares of the Corporation;
(z) the - issued and outstanding common shares of Changepoint all
of which are at the date hereof and will be at the Effective
Time held by or on behalf of 1359292 shall be cancelled
without any repayment of capital in respect thereof and shall
not be converted into shares of the Corporation;
(aa) the 902,401 issued and outstanding common shares of
Changepoint all of which are at the date hereof and will be at
the Effective Time held by or on behalf of 1359293 shall be
cancelled without any repayment of capital in respect thereof
and shall not be converted into shares of the Corporation;
<PAGE>
Page 10
(bb) the - issued and outstanding common shares of Changepoint all
of which are at the date hereof and will be at the Effective
Time held by or on behalf of 1403626 shall be cancelled
without any repayment of capital in respect thereof and shall
not be converted into shares of the Corporation;
(cc) the - issued and outstanding common shares of Changepoint all
of which are at the date hereof and will be at the Effective
Time held by or on behalf of 1403627 shall be cancelled
without any repayment of capital in respect thereof and shall
not be converted into shares of the Corporation;
(dd) the - issued and outstanding common shares of Changepoint all
of which are at the date hereof and will be at the Effective
Time held by or on behalf of 1403721 shall be cancelled
without any repayment of capital in respect thereof and shall
not be converted into shares of the Corporation;
(ee) the - issued and outstanding [preference] shares of
Changepoint all of which are at the date hereof and will be at
the Effective Time held by or on behalf of XDL shall be
cancelled without any repayment of capital in respect thereof
and shall not be converted into shares of the Corporation;
(ff) the 3,150 issued and outstanding common shares of Changepoint
all of which are at the date hereof and will be at the
Effective Time held by or on behalf of XDL shall be cancelled
without any repayment of capital in respect thereof and shall
not be converted into shares of the Corporation;
(gg) the - issued and outstanding common shares of Changepoint held
by - [remaining Changepoint shareholders] shall be converted
into - common shares of the Corporation.
12. STATED CAPITAL
The stated capital of the shares of the Corporation issued on
the conversion of the shares of the Corporation, subject to section 175(2) of
the Act, shall be the aggregate of the issued stated capital of all of the
amalgamating corporations.
13. AMALGAMATION
Upon the Effective Time:
(a) the Amalgamating Corporations are amalgamated and continue
as one corporation under the terms and conditions prescribed
in the Amalgamation Agreement;
(b) the Corporation possesses all the property, rights, privileges
and franchises and is subject to all liabilities, including
civil, criminal and quasi-criminal, and all contracts,
disabilities and debts of each of the Amalgamating
Corporations;
<PAGE>
Page 11
(c) a conviction against, or ruling, order or judgment in favour
or against an Amalgamating Corporation may be enforced by or
against the Corporation;
(d) the articles of amalgamation giving effect to the amalgamation
herein provided for are deemed to be the articles of
incorporation of the Corporation and, except for the purposes
of subsection 117(1) of the Act, as may be amended from time
to time, the certificate of amalgamation shall be deemed to be
the certificate of incorporation of the Corporation;
(e) the Corporation shall be deemed to be the party plaintiff or
the party defendant, as the case may be, in any civil action
commenced by or against an Amalgamating Corporation before the
Effective Time.
continued on page 12
<PAGE>
Page 12
14. TERMINATION
At any time before the Effective Time, this Amalgamation
Agreement may be terminated by the directors of either of the Amalgamating
Corporations, notwithstanding the approval of this Amalgamation Agreement by the
shareholders of each of the Amalgamating Corporations.
IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the date and year first above written.
1359288 ONTARIO LIMITED 1359292 ONTARIO LIMITED
Per: ________________________________ Per:_________________________________
Paul Lupinacci - Secretary Paul Edwards - Secretary
1359293 ONTARIO LIMITED 1359290 ONTARIO LIMITED
Per: _________________________________ Per:_________________________________
Randall Nelson Remme - Secretary Gerald William Smith - Secretary
1403721 ONTARIO LIMITED 1403627 ONTARIO LIMITED
Per: _________________________________ Per:_________________________________
Rick Moreau - Secretary Chris Rusch- Secretary
1403626 ONTARIO LIMITED XDL CHANGEPOINT HOLDINGS INC.
Per: _________________________________ Per:_________________________________
Chuck Tatham - Secretary David Latner -
CHANGEPOINT CORPORATION
Per: _________________________________
John Anhang - Secretary
<PAGE>
