Execution Copy

VOTING AGREEMENT

THIS AGREEMENT is made as of the 28th day of February, 2010.

BETWEEN:

Solway Finance LTD, a corporation existing under the laws of

Saint Vincent (the “Shareholder”)

-and-

0874791 B.C. LTD, a corporation existing under the laws of the

Province of British Columbia (“Acquireco”)

-and-

China Sci-Tech Holdings Limited, a corporation existing under the

laws of the Cayman Islands (“Parent”)

WHEREAS the Shareholder is the registered and/or direct or indirect beneficial owner
of, or exercises control or direction over, the issued and outstanding securities in the capital of
Chariot Resources Limited (the “Corporation”) set forth on Schedule A hereto;

AND WHEREAS the Shareholder understands that Acquireco, Parent and the
Corporation has executed and delivered the Arrangement Agreement (as defined herein)
providing for the Arrangement (as defined herein);

AND WHEREAS this Agreement sets out the terms and conditions of the agreement of
the Shareholder (i) to vote the Shareholder Securities (as defined herein) or cause the same to be
voted in favour of the Arrangement Resolution (as defined herein) and (ii) to strictly comply
with the other covenants set forth herein;

AND WHEREAS the Shareholder acknowledges that Acquireco and Parent would not
enter into the Arrangement Agreement but for the execution and delivery of this Agreement by
the Shareholder;

AND WHEREAS the foregoing recitals are made by the Shareholder only with respect
to itself and its affiliated entities and the Shareholder Securities and, for greater certainty, are not
made in relation to any other Shareholder or any other holder of securities of the Corporation;

NOW THEREFORE this Agreement witnesses that, in consideration of the premises

and the covenants and agreements herein contained and in consideration for Parent and
Acquireco executing the Arrangement Agreement and undertaking certain covenants and
obligations pursuant thereto, the parties hereto agree as follows:
6.12 Counterparts

This Agreement may be executed in one or more counterparts which together shall be
deemed to constitute one valid and binding agreement, and delivery of the counterparts
may be effected by means of facsimile transmission or scan delivered by e-mail.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
written above.

SOLWAY FINANCE LTD

By: Andre Seidelsohn

Name: Andre Seidelsohn
Title: Director

0874791 B.C. LTD.

By: Richard Hui

Name: Richard Hui
Title: Director

CHINA SCI-TECH HOLDINGS LIMITED

By: Richard Hui

Name: Richard Hui
Title: Executive Director
 SCHEDULE A

Shareholder Securities

[ text deleted ]
 PLAN OF ARRANGEMENT
UNDER SECTION 288 OF THE
BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE ONE
DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following
words and terms with the initial letter or letters thereof capitalized shall have the meanings
ascribed to them below:

(a) “Acquireco” means 0874791 B.C. LTD, a corporation existing under the laws of
the Province of British Columbia.

(b) “Acquireco Common Share” means a common share in the capital of Acquireco.

(c) “Amalco Common Share” means a common share in the capital of Amalco.

(d) “Amalgamation” means the amalgamation of Acquireco and the Corporation

pursuant to Section 3.1 (f) as described in Section 3.1(g).

(e) “Arrangement” means the arrangement under section 288 of the BCBCA on the
terms and subject to the conditions set out in this Plan of Arrangement, subject to
any amendments or variations thereto made in accordance with Section 8.5 of the
Arrangement Agreement or this Plan of Arrangement or made at the direction of
the Court in the Final Order with the consent of Parent and Corporation, each
acting reasonably.

(f) “Arrangement Agreement” means the arrangement agreement dated February 28,
2010 among Acquireco, Parent and the Corporation as amended, restated or
supplemented prior to the Effective Date.

(g) “Arrangement Resolution” means the special resolution approving the

Arrangement substantially in the form and content of Schedule B to the
Arrangement Agreement which, to be effective, must be approved by (i) at least
two-thirds of the votes cast at the Corporation Meeting by Shareholders in person
or by proxy, voting as a single class, and (ii) if required pursuant to MI 61-101,
“minority approval” as defined in MI 61-101.

(h) “BCBCA” means the Business Corporations Act (British Columbia) and the
regulations made thereunder, as promulgated or amended from time to time.

(i) “Business Day” means any day, other than a day that is a Saturday, a Sunday or a
statutory holiday in Hong Kong, The People’s Republic of China, Toronto, Canada
or Vancouver, Canada.

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(j) “Consideration” means the consideration to be received by the Shareholders

pursuant to the Plan of Arrangement in consideration for their Shares consisting of
$0.67 per Share in cash.

(k) “Convertible Securities” means all Options, all other securities convertible into, or
exercisable or exchangeable for, Shares, and all other rights, entitlements,
privileges and securities entitling or obligating the beneficiary or holder thereof to
receive or acquire Shares or securities convertible into, or exercisable or
exchangeable for, Shares.

(l) “Corporation” means Chariot Resources Limited, a corporation existing under the
laws of the Province of British Columbia.

(m) “Corporation Meeting” means the special meeting of Shareholders, including any
adjournment or postponement thereof, to be called and held in accordance with the
Interim Order to consider the Arrangement Resolution.

(n) “Court” means the Supreme Court of British Columbia.

(o) “Depositary” means the Person acting as depositary under the Arrangement.

(p) “Disclosure Letter” means the letter from the Corporation to Acquireco and Parent
dated the date of the Arrangement Agreement and accepted by Acquireco and
Parent disclosing certain information regarding the Corporation and its subsidiaries
and including the Work Plan.

(q) “Dissent Rights” means the rights of dissent in respect of the Arrangement
described in this Plan of Arrangement.

(r) “Dissenting Shareholder” means a registered holder of Shares who dissents in

respect of the Arrangement in strict compliance with the Dissent Rights and who is
ultimately entitled to be paid fair value for their Shares.

(s) “Effective Date” means the date designated by Parent and the Corporation by
notice in writing as the effective date of the Arrangement, after all of the conditions
to the completion of the Arrangement as set out in the Arrangement Agreement and
the Final Order have been satisfied or waived.

(t) “Effective Time” means 12:01 a.m. on the Effective Date.

(u) “Encumbrance” includes, without limitation, any mortgage, pledge, assignment,

charge, lien, claim, security interest, adverse interest in property, option, right of
first refusal or offer, adverse claim, other third party interest or encumbrance of any
kind, whether contingent or absolute, and any agreement, option, right or privilege
(whether by law, contract or otherwise) capable or becoming any of the foregoing.

(v) “Final Order” means the final order of the Court pursuant to section 291 of the
BCBCA, in a form acceptable to the Parties, acting reasonably, approving the
Arrangement as such order may be amended by the Court (with the consent of both

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the Corporation and Parent, each acting reasonably) at any time prior to the
Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as
affirmed or as amended (provided that any such amendment is acceptable to both
the Corporation and Parent, each acting reasonably) on appeal.

(w) “Former Optionholders” means the holders of Options immediately prior to the
Effective Time; and “Former Optionholder” means any one of them.

(x) “Former Shareholders” means the holders of Shares immediately prior to the
Effective Time; and “Former Shareholder” means any one of them.

(y) “Governmental Entity” means any of the following entities that has jurisdiction in
the applicable matter or over the applicable Party: (a) any multinational, federal,
provincial, territorial, state, regional, municipal, local or other government,
governmental or public department, central bank, anti-trust authority, foreign
investment regulator, securities regulator, stock exchange, court, tribunal, arbitral
body, commission, board, bureau, ministry or agency, domestic or foreign; (b) any
subdivision, agent, commission, board, or authority of any of the foregoing; (c) any
quasi-governmental or private body exercising any regulatory, expropriation or
taxing authority under or for the account of any of the foregoing; or (d) any
Securities Commissions.

(z) “Interim Order” means the interim order of the Court, in a form acceptable to the
Parties, acting reasonably, providing for, among other things, the calling and
holding of the Corporation Meeting, as the same may be amended by the Court
with the consent of the Corporation and Parent, each acting reasonably.

(aa) “MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority

Security Holders in Special Transactions of the Ontario Securities Commission and
l’Autorité des marchés financiers (Quebec).

(bb) “Options” means the issued and outstanding options to purchase Shares granted
under the Share Incentive Plan or otherwise.

(cc) “Parent” means China Sci-Tech Holdings Limited, a corporation existing under
the laws of the Cayman Islands.

(dd) “Parties” means the Corporation, Parent and Acquireco; and “Party” means any
one of them.

(ee) “Plan of Arrangement” means this plan of arrangement and any amendments or
variations hereto made in accordance with Section 8.5 of the Arrangement
Agreement or this plan of arrangement or made at the direction of the Court in the
Final Order with the consent of the Corporation and Parent, each acting reasonably.

(ff) “Record Date” means the record date for voting by Shareholders at the
Corporation Meeting.

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(gg) “Securities Commissions” means the applicable securities commission or other

securities regulatory authority in each of the provinces and territories of Canada.

(hh) “Securityholders” means, collectively, the Shareholders and the holders of

Convertible Securities.

(ii) “Share Incentive Plan” means the stock option plan of the Corporation, which
became effective October 21, 2004, as amended.

(jj) “Shareholder Rights Plan” means the Amended and Restated Shareholder Rights
Plan Agreement dated July 27, 2009, between the Corporation and Computershare
Investor Services Inc., as amended from time to time.

(kk) “Shareholders” means the registered holders of the Shares.

(ll) “Shares” means the common shares in the capital of the Corporation.

(mm) “Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as
amended from time to time.

(nn) “Work Plan” means the work plan and related budget of the Corporation and its
subsidiaries for the period ending July 15, 2010 provided to Parent and Acquireco
in the Disclosure Letter.

In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined
herein shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, paragraphs and
subparagraphs and the insertion of headings herein are for convenience of reference only and shall
not affect the construction or interpretation of this Plan of Arrangement. The terms “this Plan of
Arrangement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Plan
of Arrangement and not to any particular article, section or other portion hereof and include any
instrument supplementary or ancillary hereto.

1.3 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing
the singular shall include the plural and vice versa, words importing the use of either gender shall
include both genders and neuter and the word person and words importing persons shall include an
individual, partnership, association, limited liability company, joint venture, body corporate,
trustee, trust, executor, administrator, legal representative, government (including any
Governmental Entity) or any other entity, whether or not having legal status.

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1.4 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business
Day, such action shall be required to be taken on the next succeeding day which is a Business
Day.

1.5 Statutory References

Any reference in this Plan of Arrangement to a statute includes all regulations made
thereunder, all amendments to such statute or regulation in force from time to time and any statute
or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

Unless otherwise stated, all references herein to amounts of money are expressed in
lawful money of Canada.

1.7 Time

All times expressed herein are local time (Vancouver, British Columbia) unless
otherwise stipulated herein.

1.8 Governing Law

This Plan of Arrangement shall be governed, including as to validity, interpretation

and effect, by the laws of the Province of British Columbia and the laws of Canada applicable
therein.

ARTICLE TWO
ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of,
the Arrangement Agreement, except in respect of the sequence of the steps comprising the
Arrangement, which shall occur in the order set forth herein.

2.2 Binding Effect

This Plan of Arrangement shall become effective at, and be binding at and after, the
Effective Time. In particular, and without limiting the generality of the foregoing, this Plan of
Arrangement shall be binding upon: (i) the Corporation; (ii) Parent and all permitted assigns; (iii)
Acquireco and all permitted assigns; (iv) all registered and beneficial holders of Shares; and (v) all
registered and beneficial holders of Convertible Securities, in each case without any further
authorization, act or formality on the part of any Person, including without limitation, the parties
participating in the Plan of Arrangement, the Court or Securityholders, from and after the
Effective Time. Other than as expressly provided in Section 3.1, no portion of this Plan of
Arrangement shall take effect with respect to any Person until the Effective Time. Furthermore,
each of the events listed in Section 3.1 shall be, without affecting the timing set out in Section 3.1,

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mutually conditional, such that no event may occur without all steps occurring and the events
together effect the integrated transaction which constitutes the Arrangement.

ARTICLE THREE
ARRANGEMENT

3.1 Arrangement

At the Effective Time, the following shall occur and shall be deemed to occur
sequentially in the following order without any further act or formality:

(a) the Shareholder Rights Plan shall be deemed to have been terminated (and all rights
issued thereunder shall expire) and shall be of no further force or effect;

(b) notwithstanding any vesting or exercise or other provisions to which an Option

might otherwise be subject (whether by contract, the conditions of grant, applicable
law or the terms of the Share Incentive Plan):

(i) each Option that has not been duly exercised prior to the Effective Time
will, without further action by or on behalf of any Former Optionholder, be
transferred by the Former Optionholder to the Corporation free and clear of
all Encumbrances and cancelled in exchange for a cash payment from the
Corporation equal to the amount by which the Consideration exceeds the
exercise price thereof;

(ii) with respect to each Option, the Former Optionholder will cease to be the
holder of such Options, will cease to have any rights (i) as a holder of
Options and (ii) under the Share Incentive Plan and such Former
Optionholder’s name will be removed from the register of Options and all
option agreements, grants and similar instruments relating thereto will be
cancelled; and

(iii) the Share Incentive Plan will be deemed to be terminated and cancelled and
all rights and entitlements of participants and all obligations of the
Corporation under the Share Incentive Plan shall be terminated;

(c) each Share held by a Dissenting Shareholder shall be deemed to be transferred by

the holder thereof, without any further act or formality on its part, to Acquireco free
and clear of all Encumbrances and such Dissenting Shareholder shall cease to be a
Shareholder and shall cease to have any rights as a Shareholder other than the right
to be paid the amount therefor determined and payable in accordance with Article 4
hereof, and the name of such holder shall be removed from the central securities
register of the Corporation as a holder of Shares and Acquireco shall be recorded as
the registered holder of the Shares so transferred and shall be deemed to be the
legal owner of such Shares with good title free of any adverse claims;

(d) each Share held by a Former Shareholder (other than a Dissenting Shareholder)
shall be transferred by the holder thereof, without any further act or formality on its

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part, to Acquireco free and clear of all Encumbrances and in consideration therefor
Acquireco shall pay the Consideration to such Former Shareholder for each such
Share, subject to Section 3.3 and Article 5 hereof, and such Former Shareholder
shall cease to be a Shareholder and shall cease to have any rights as a Shareholder
other than the right to be paid the Consideration, subject to Section 3.3 and Article
5 hereof, and the name of such Former Shareholder shall be removed from the
central securities register of the Corporation as a holder of Shares and Acquireco
shall be recorded as the registered holder of the Shares so transferred and shall be
deemed to be the legal owner of such Shares with good title free of any adverse
claims;

(e) the stated capital in respect of the Shares shall be reduced to $1.00 without any
repayment of capital in respect of thereof;

(f) the Corporation and Acquireco shall amalgamate to form one corporate entity
(“Amalco”);

(g) from and after the Effective Time, at the time of the step contemplated in Section
3.1(f):

(i) Amalco shall own and hold all property, rights and interests of the
Corporation and Acquireco and, without limiting the provisions hereof, all
rights of creditors or others will be unimpaired by such amalgamation, and
all liabilities and obligations of the Corporation and Acquireco, whether
arising by contract or otherwise, may be enforced against Amalco to the
same extent as if such obligations had been incurred or contracted by it;

(ii) Amalco shall continue to be liable for all of the liabilities and obligations of
the Corporation and Acquireco;

(iii) all property rights, contracts, permits and interests of the Corporation and
Acquireco shall continue as property rights, contracts, permits and interests
of Amalco and, for greater certainty, the amalgamation will not constitute a
transfer or assignment or any other disposition of the property rights or
obligations of either of the Corporation or Acquireco under any such
property rights, contracts, permits and interests;

(iv) any existing cause of action, claim or liability to prosecution shall be

unaffected;

(v) any civil, criminal or administrative action or legal proceeding being

prosecuted or pending by or against either Acquireco or the Corporation
may be continued by or against Amalco;

(vi) any conviction against, or ruling, order or judgment in favour of or against

either Acquireco or the Corporation may be enforced by or against Amalco;

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(vii) Parent shall receive on the Amalgamation one Amalco Common Share in
exchange for each Acquireco Common Share previously held and all of the
issued and outstanding Shares shall be cancelled without any repayment of
capital in respect thereof;

(viii) the name of Amalco shall be “China Sci-Tech Minerals Limited”;

(ix) Amalco shall be authorized to issue an unlimited number of Amalco

Common Shares;

(x) the articles of Amalco shall be substantially in the form of Acquireco’s

articles;

(xi) the first annual general meeting of Amalco shall be held within 18 months
from the Effective Date;

(xii) the first directors of Amalco following the Amalgamation shall be Kam
Hung Jimmy Kwan and Richard Rui Hui; and

(xiii) the stated capital of the common shares of Amalco will be an amount equal
to the aggregate amount of the stated capital account maintained by
Acquireco for its common shares immediately prior to the Amalgamation.

3.2 Post-Effective Time Procedures

Following the receipt of the Final Order and prior to the Effective Date in
accordance with the Arrangement Agreement, Acquireco shall deliver or arrange to be delivered to
the Depositary by not later than 5:00 p.m. on the Business Day prior to the Effective Date the
requisite cash required to be paid to Former Shareholders in accordance with the provisions of
Section 3.1(d) hereof which cash shall be held by the Depositary as agent and nominee for such
Former Shareholders for distribution to such Former Shareholders in accordance with the
provisions of Article 5 hereof.

3.3 Fractional Cash Consideration

Any Consideration owing to a Former Shareholder shall be rounded up to the next

whole cent.

ARTICLE FOUR
DISSENT RIGHTS

4.1 Dissent Rights

Pursuant to the Interim Order, registered holders of Shares may exercise rights of
dissent (“Dissent Rights”) in the manner set out in Division 2 of Part 8 of the BCBCA, as
modified by this Article 4, the Interim Order and the Final Order, with respect to Shares in
connection with the Arrangement, provided that the written notice of dissent to the Arrangement
Resolution contemplated by section 242 of the BCBCA must be sent to the Corporation’s
registered office by registered holders of Shares who wish to dissent no later than 5:00 p.m. on the

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date that is two Business Days before the Corporation Meeting or any date to which the
Corporation Meeting may be postponed or adjourned and provided further that any registered
holder of Shares who exercised such right of dissent and who:

(a) is ultimately entitled to be paid fair value for such holder’s Shares, which fair value
shall be the fair value of such Shares immediately before the approval of the
Arrangement Resolution, shall be paid an amount equal to such fair value (less any
amounts withheld pursuant to Article 5 hereof) by Acquireco, which fair value shall
be determined in accordance with the procedures applicable to the payout value set
out in sections 244 and 245 of the BCBCA except that Acquireco may enter into
the agreement with such holder who exercises such right of dissent and apply to the
Court, all as contemplated under sections 244 and 245 of the BCBCA, in lieu of the
Corporation; and

(b) is ultimately not entitled, for any reason, to be paid fair value for such holder’s
Shares shall be deemed to have participated in the Arrangement, as of the Effective
Time, on the same basis as a holder of Shares other than a Dissenting Shareholder
and shall be entitled to receive only the consideration contemplated in Section
3.1(d) hereof (less any amounts withheld pursuant to Article 5 hereof) that such
holder would have received pursuant to the Arrangement if such registered holder
had not exercised Dissent Rights,

but in no case shall Acquireco, Parent, the Corporation or any other Person be required to
recognize any holder of Shares who exercises Dissent Rights as a holder of Shares after the time
that is immediately prior to the Effective Time, and the names of all such holders of Shares who
exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the
Effective Time) shall be deleted from the central securities register of the Corporation as holders
of Shares at the Effective Time and Acquireco shall be recorded as the registered holder of such
Shares and shall be deemed to be the legal owner of such Shares.

No holder of Convertible Securities shall be entitled to exercise Dissent Rights in respect of

Convertible Securities.

ARTICLE FIVE
OTHER MATTERS

5.1 Surrender of Shares

(a) Upon surrender to the Depositary for cancellation of a certificate that immediately
before the Effective Time represented one or more outstanding Shares (other than
those held by a Dissenting Shareholder), together with such other documents and
instruments as the Depositary may require, the holder of such surrendered
certificate shall be entitled to receive in exchange therefor, and the Depositary shall
deliver to such holder following the Effective Time, a cheque for the
Consideration to which such holder is entitled pursuant to Section 3.1(d) hereof
(less any amounts withheld pursuant to Article 5 hereof).

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(b) After the Effective Time and until surrendered for cancellation as contemplated by
Section 5.1(a) hereof, each certificate that immediately prior to the Effective Time
represented one or more Shares shall be deemed at all times to represent only the
right to receive in exchange therefor (i) the Consideration that the holder of such
certificate is entitled to receive in accordance with Section 3.1(d) hereof for Former
Shareholders that are not Dissenting Shareholders and (ii) in the case of Dissenting
Shareholders the cash consideration that a holder of such certificate that is a
Dissenting Shareholder is entitled to receive in accordance with Section 4.1 hereof.

5.2 Lost Certificates

In the event any certificate that immediately prior to the Effective Time represented
one or more outstanding Shares that were exchanged for the cash consideration in accordance with
Section 3.1(d) hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall
deliver in exchange for such lost, stolen or destroyed certificate, a cheque in the amount of the
cash consideration that such holder is entitled to receive in accordance with Section 3.1 hereof.
When authorizing such delivery of the cash consideration that such holder is entitled to receive in
exchange for such lost, stolen or destroyed certificate, the holder to whom a cheque in the amount
of the cash consideration is to be delivered shall, as a condition precedent to the delivery of such
cheque, give a bond satisfactory to Parent, Acquireco and the Depositary in such amount as
Parent, Acquireco and the Depositary may direct, or otherwise indemnify Parent, Acquireco and
the Depositary in a manner satisfactory to Parent, Acquireco and the Depositary, against any claim
that may be made against Parent, Acquireco or the Depositary with respect to the certificate
alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be
required by the BCBCA and the articles and notice of articles of the Corporation.

5.3 No Entitlement to Interest

Shareholders and Former Optionholders shall not be entitled to any interest,

dividend, premium or other payment or distribution on or with respect to their former Shares or
former Options other than the consideration that they are entitled to receive pursuant to this Plan
of Arrangement.

5.4 Extinction of Rights

Any certificate which immediately prior to the Effective Time represented Shares
shall cease to represent a claim or an interest of any kind or nature whatsoever if it is not deposited
with all other instruments required by Article 5 with the Depository within six years of the
Effective Date. On the sixth anniversary of the Effective Date, the right to receive any payment
for the Shares evidenced by such certificate shall be deemed to have been surrendered as at the
Effective Date and, subject to applicable law, the Consideration shall be returned to Parent.

Immediately after the Effective Time, the following shall cease to be a claim
against, or interest of any kind or nature whatsoever in, the Corporation, Parent, Acquireco or
Amalco or any of their respective successors or assigns:

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(a) all Shares, other than the <*> Shares shown at the Record Date on the register
maintained by on or behalf of the Corporation whose sole claim shall be for the
payment for the Shares as provided in this Plan of Arrangement;

(b) Convertible Securities to acquire Shares; and

(c) all other rights, agreements, understandings or claims to acquire securities of the
Corporation.

None of the Corporation, Acquireco, Parent or the Depository (or any of their
respective successors or assigns) or their respective officers and directors shall be liable to any
Person in respect of any cash or property delivered to a public official pursuant to any abandoned
property, escheat or similar law.

5.5 Withholding Rights

Parent, Acquireco, the Corporation and the Depositary shall be entitled to deduct
and withhold such amounts as Parent, Acquireco, the Corporation or the Depositary is required or
permitted to deduct and withhold with respect to such payment under the Tax Act, the
United States Internal Revenue Code of 1986 or any provision of any applicable federal,
provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that
amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having
been paid to the Former Shareholder or Former Optionholder in respect of which such deduction
and withholding was made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority.

ARTICLE SIX
AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) Acquireco, Parent and the Corporation reserve the right to amend, modify or
supplement this Plan of Arrangement at any time and from time to time, provided
that each such amendment, modification or supplement must be (i) set out in
writing, (ii) agreed to in writing by Parent, Acquireco and the Corporation,
(iii) filed with the Court and, if made following the Corporation Meeting, approved
by the Court, and (iv) communicated to holders or former holders of Shares and
Options if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be

proposed by the Corporation at any time prior to the Corporation Meeting provided
that Parent and Acquireco shall have consented thereto in writing, with or without
any other prior notice or communication, and, if so proposed and accepted by the
Persons voting at the Corporation Meeting (other than as may be required under the
Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is

approved by the Court following the Corporation Meeting shall be effective only if:

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(i) it is consented to in writing by each of Parent, Acquireco and the Corporation;

and (ii) if required by the Court, it is consented to by holders of the Shares voting
in the manner directed by the Court.

(d) This Plan of Arrangement may be withdrawn prior to the Effective Time in
accordance with the terms of the Arrangement Agreement.

(e) Acquireco, Parent and the Corporation may amend, modify or supplement this Plan
of Arrangement unilaterally following the Corporation Meeting without the
approval of the Shareholders provided that each amendment, modification or
supplement (i) must be set out in writing, (ii) concern a matter which, in the
reasonable opinion of the Corporation, Acquireco and Parent, in each case, acting
reasonably, is of an administrative nature required to better give effect to the
implementation of this Plan of Arrangement, (iii) is not adverse to the financial or
economic interests of Shareholders entitled to receive the consideration referred to
in Section 3.1(d) hereof or Former Optionholders entitled to receive the
consideration referred to in Section 3.1(b) hereof, as the case may be, and (iv)
would not adversely affect the rights of Dissenting Shareholders, if any.

(f) Each of Acquireco and Parent reserves the right to amend or modify the provisions
of Sections 3.1(e), 3.1(f) and 3.1(g) of this Plan of Arrangement in their sole
discretion without the approval of the Corporation, the Shareholders or the Former
Optionholders.

ARTICLE 7
FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and be
deemed to occur in the order set out in this Plan of Arrangement without any further act or
formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause
to be made, done and executed all such further acts, deeds, agreements, transfers, assurances,
instruments or documents as may reasonably be required by any of them in order to further
document or evidence nay of the transactions or events set out herein.

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