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HomeMy WebLinkAboutEscrow Agreement - CityView SoftwareJONES EMERY HARGREAVES SWAN BARRISTERS, SOLICITORS, NOTARIES PUBLIC, TRADEMARK AGENTS GEORGE F. JONES, Q.C. PETER VAARTNOU' JOHN S. WALDIE' SEAN FINN MATTHEW McCONCHIE E.H. ALAN EMERY, Q.C. (RETIRED) MICHAEL J. HARGREAVES*. PATRICK C. TRELAWNY' HAROLD J. RUSK' DEVON WINDSOR-DOYLE OUR FILE: 01-0787 December 3, 2010 TERRANCE D. SWAN* PHILIP 1. PENNER• CLAIRE L. PAGE ROBERT CONNOLLY TO: Beneficiary Under Municipal Software Corporation Escrow Agreement dated June 4, 2001 Dear Sir or Madam: SUITE 1212,1175 DOUGLAS STREET VICTORIA, BRITISH COLUMBIA CANADA V8W 2E1 PHONE: (250) 382-7222 FAX: (250) 382-5436 E-MAIL: ptrelawny@jonesemery.com WEBSITE: www.jonesemery.com Re: Municipal Software Corporation CityView Software - Version 8.31/Version 9.0 Escrow Agreement dated June 4, 2001 We are escrow agents for the CityView Software source code escrow under the above -noted Escrow Agreement. We have been notified by Municipal Software Corporation that your organization is a beneficiary under the Escrow Agreement. Please be advised that on November 30, 2010 we received a CD with accompanying certificate from Municipal Software Corporation confirming that the CD contained updated source code for CityView, Version 8.31/Version 9.0 which we hold in accordance with the terms of the Escrow Agreement. We are providing you with this notice for your information and as required pursuant to paragraph 3 of the Escrow Agreement. No action or response is required on your behalf. Yours truly, Per: TRELAWNY PCT:am c: Municipal Software Corporation ' Denotes Law Corporation Member of the British Columbia Mediator Roster Society 378137 For Ministry Use Only A I'usa ge exdust dury of �..,7 ,Minisis try of• MInl$tere des Government Services Services'gouvernementaux Ontario CERTIFICATE This is to certify that these articles. are effective qn CERT'IFICAT Ceci certitie que'les presents statuts- entrent en vigueur le JANUARY 0 I JANVIER, 2011 Director / Direct Business Corporations Act / Loi sur )drs societes par actions Ontario Corporation Number Numbm de la soriete en Ontario 1840785 1 Form 4 Business Corporations Act Formule 4 Loi sur les societes par actions 07121 F (07/2007) ARTICLES OF AMALGAMATION STATUTS DE FUSION 1. The name of the amalgamated corporation is (Set out in BLOCK CAPITAL LL 1 ERS) Denomination sociale de la societe issue de le fusion: (Ecrire en LE t 1 RES MAJUSCULES SEULEMENT) : H A R R I S C O M P T ER C O RPO R A T 2. The address of the registered office is: Adresse du siege social: 1 Antares Drive, Suite 400 Ottawa Street & Number or R.R. Number & if Multi -Office Building give Room No. Rue et numbro ou numbeo de la R.R. et sti s'agit dun edifice a bureaux, numbro du bureau ONTARIO j K 2 E 8 G 4 Name of Municipality or Post Office 1 Nom de la municipelite ou du bureau de poste 3. Number of directors is: Nombre d'administrateurs Fixed number Nombre fixe 4. The director(s) isle re: l Administrateur(s) : First name, middle names and surname Prenom, autres prenoms et nom de famille OR minimum and magnum OU minimum et maximum Postal Code/Code postal 10 Addhe>, for service, giving Street & No. or R.R. No., Municipality, Province, Country and Postal Code Domicile elu, y compris la rue et le numbm ou le numero de /a R.R., le nom dela municipalite, la province, le pays et le code postai Resident Canadian State 'Yes' or 'No' Resident canadien Oui/Non Mark H. Leonard 20 Adelaide Street East, Suite 1200, Toronto, Ontario, M50 2T6 Yes 5. Method Of amalgamation, check A or B Methode choisie pour la fusion — Cocher A ou 8 A - Amalgamation Agreement / Convention de fusion : or ou x The amalgamation agreement has been duly adapted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below. Les actionnaires de cheque societe qui fusionnne ont dement adopte la convention de fusion conformement au paragraphe 176(4) de la Loi sur les societes par actions a la date mentionnee ci-dessous B - Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of subsidiaries 1 Fusion d'une societe mere avec une ou plusieurs de ses filfales ou fusion de finales : The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below. Les administrateurs de cheque societe qui fusionne ont approuve la fusion par vole de resolution conformement a Particle 177 de la Loi sur les societes par actions a le date mentionnee ci-dessous. The articles of amalgamation in substance contain the provisions of the articles of incorporation of Les statuts de fusion reprennent essantiellement les dispositions des statuts consttutifs de N. Harris Computer Corporation and are more particularly set out in these articles. et sont enoncas textuellement aux presents statues. 2 Names of amalgamating corporations Denomination sociale des societes qui fusionnent Ontario Corporation Number Numbro de la Societe en Ontario Date of Adoption/Approval Date d'adoption ou d'approbation Year Month Day anode moil four N. Harris Computer Corporation Cogsdale Acquisition 2010 Inc. Municipal Software Corporation SDS Software Inc. 07121F (07/2007) 001770536 001834133 001836291 001836251 2010-12-22 2010-12-22 2010-12-30 2010-12-24 6. Restnctions, if any, on business the corporation may carry on or on powers the corporation may exercise. Limites, s5I y a lieu, imposees aux activites commerciales ou aux pouvoirs de la societe. None 7. The classes and any maximum number of shares that the corporation is authorized to issue: Categories et nombre maxima!, sit y a lieu, tractions que la societe est autorisee a emeftre : (i) an unlimited number of Preferred "A" shares; (ii) an unlimited number of Preferred "B" shares; (iii) an unlimited number of Preferred "C" shares; (iv) an unlimited number of Class A Common shares; and • (v) an unlimited number of Class B Common shares. 07121F (07/2007) 3 8. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series: Droits, privileges, restrictions et conditions, s71 y a lieu, rattaches a cheque categone d'actions et pouvoirs des administrateurs relatifs a cheque categode d'actions qui pent etre emise en sane See Pages 4A to and including 41 incorporated in this form. 07121F (0712007) 4 4A The rights, privileges, restrictions and conditions attaching to the Preferred "A" Shares, Preferred "B" Shares, Preferred "C" Shares, Class A Common Shares and Class B Common Shares shall be as follows: 1. The Corporation shall be authorized to issue an i nlim"ted number of Preferred "A" Shares which shall have attached thereto the following rights, conditions, restrictions, limitations and prohibitions: (a) The holders of the Preferred "A" Shares shall be entitled to require the Corporation to redeem at any time or times, all or any of the Preferred "A" Shares registered in the name of such holder on the books of the Corporation by tendering to the Corporation at its head office a share certificate or certificates representing the Preferred "A" Shares which the registered holder desires to have the Corporation redeem. Such requests shall specify a redemption date which shall not be less than 10 days after the day on which the request in writing is given to the Corporation. Upon receipt of a share certificate or certificates representing the Preferred "A" Shares which the registered holder desires to have the Corporation redeem, together with such request, the Corporation shall, on the redemption date, redeem such Preferred "A" Shares by paying to such registered holder the fixed amount of One Dollar ($1.00) per share (hereinafter called the "Redemption Amount") in respect of the Preferred "A" Shares redeemed, together with any declared but unpaid dividends thereon. From and after the redemption date, the holder thereof shall not be entitled to exercise any of the rights of the holders of the Preferred "A" Shares in respect thereof, nnl ess payment of the Redemption Amount is not made on the redemption date, in which event the rights of the holders of the said Preferred "A" Shares shall remain unaffected. (b) (c) Except when entitled to by law or as provided herein, the holders of Preferred "A" Shares shall not be entitled as such to receive notice of, or to attend at, any meetings of the shareholders of the Corporation or to vote at any such meetings. The holders of the Preferred "A" Shares shall be entitled to receive, in any financial year of the Corporation, dividends at such time and for such amount as may be determined from time to time, by the directors in their discretion. Notwithstanding the foregoing, the directors may declare and pay dividends on any class of shares to the exclusion of any other class of share. (d) In the event of a liquidation, dissolution or winding -up of the Corporation or other disc ibution of the assets of the Corporation, whether voluntary or involuntary, the holders of Preferred "A" Shares shall be entitled to receive the aggregate Redemption Amount of such Preferred "A" Shares, together with any declared but unpaid dividends thereon, before any amounts shall be paid or any property or assets of the Corporation distributed to the holders of any Preferred "B" Shares, Preferred "C" Shares, Class A Common Shares, Class B Common Shares or shares of any other class ranking junior to the Preferred "A" Shares. After payment to the holders of the Preferred "A" Shares of the amounts so payable to McCarthy Tetrault LLP DOCS #9915322 v. I 4B them as above provided, they shall not be entitled to share in any further distribution of the property or assets of the Corporation. (e) In the event of the liquidation, dissolution or winding -up of the Corporation, whether voluntary or involuntary, all of the property and assets of the Corporation available for distribution to the holders of the preferred "A" Shares shall be paid or distributed equally share for share to the holders of Preferred "A" Shares without preference or distinction. The Corporation may, at any time and from time to time, purchase the whole or any part of the Preferred "A" Shares at the lowest price at which, in the opinion of the directors, such shares are obtainable but not exceeding an amount per share equal to the Redemption Amount. Any amendment to the Articles of the Corporation to delete or vary any preference, right, condition, reslaction, limitation or prohibition attaching to the Preferred "A" Shares or to create special shares ranking in priority to or on a parity with the Preferred "A" Shares, in addition to the authorization by a special resolution, must be authorized by at least two-thirds (2/3) of the votes cast at a meeting of the holders of the Preferred "A" Shares of the Corporation (voting separately as a class), duly called for that purpose. The Corporation may, upon giving notice as hereinafter provided, redeem the whole or any part of the Preferred "A" Shares on payment for each share to be redeemed of the Redemption Amount, together with any declared but unpaid dividends thereon; not less than 10 days notice in writing shall be given by mailing such notice to the registered holder of the shares to be redeemed specifying the date and place or places of redemption; if notice of any such redemption be given by the Corporation in the manner aforesaid and an amount sufficient to redeem the shares be deposited with any trust company or chartered bank in Canada, as specified in the notice, on or before the date fixed for redemption, the holders thereof shall thereafter have no rights against the Corporation in respect thereof except, upon the surrender of certificates for such shares, to receive payment therefore out of the monies so deposited. 2. The Corporation shall further be authorized to issue an unlimited number of Preferred "B" Shares, which, subject to the rights of the Preferred "A" Shares, shall have attached thereto the following rights, conditions, restuctions, limitations and prohibitions: (f) (g) (h) (a) The holders of the Preferred "B" Shares shall be entitled to require the Corporation to redeem at any time or times, all or any of the Preferred "B" Shares registered in the name of such holder on the books of the Corporation by tendering to the Corporation at its head office a share certificate or certificates representing the Preferred `B" Shares which the registered holder desires to have the Corporation redeem. Such requests shall specify a redemption date which McCarthy Tetraalt LLP ROCS 49915322 v_ 1 4C shall not be less than 10 days after the day on which the request in writing is given to the Corporation. Upon receipt of a share certificate or certificates representing the Preferred `B" Shares which the registered holder desires to have the Corporation redeem, together with such request, the Corporation shall, on the redemption date, redeem such Preferred `B" Shares by paying to such registered holder the fixed amount of One Dollar ($1.00) per share (hereinafter called the "Redemption Amount") in respect of the Preferred "B" Shares redeemed, together with any declared but unpaid dividends thereon. From and after the redemption date, the holder thereof shall not be entitled to exercise any of the rights of the holders of the Preferred `B" Shares in respect thereof, unless payment of the Redemption Amount is not made on the redemption date, in which event the rights of the holders of the said Preferred "B" Shares shall remain unaffected. (b) Except when entitled to by law or as provided herein, the holders of Preferred `B" Shares shall not be entitled as such to receive notice of, or to attend at, any meetings of the shareholders of the Corporation or to vote at any such meetings. (c) The holders of the Preferred `B" Shares shall be entitled to receive, in any financial year of the Corporation, dividends at such time and for such amount as may be determined from time to time, by the directors in their discretion. Notwithstanding the foregoing, the directors may declare and pay dividends on any class of shares to the exclusion of any other class of share. Provided, however, the directors may not declare and pay dividends on the Preferred `B" Shares if payment of such dividends would impair the ability of the Corporation to redeem the Preferred "A" Shares. (d) (e) Subject to the rights of the holders of Preferred "A" Shares, in the event of a liquidation, dissolution or winding -up of the Corporation or other distribution of the assets of the Corporation, whether voluntary or involuntary, the holders of Preferred `B" Shares shall be entitled to receive the aggregate Redemption Amount of such Preferred `B" Shares, together with any declared but unpaid dividends thereon, before any amounts shall be paid or any property or assets of the Corporation distributed to the holders of any Preferred "C" Shares, Class A Common Shares, Class B Common Shares or shares of any other class ranking junior to the Preferred "B" Shares. After payment to the holders of the Preferred "B" Shares of the amounts so payable to them as above provided, they shall not be entitled to share in any further distribution of the property or assets of the Corporation. In the event of the liquidation, dissolution or winding -up of the Corporation, whether voluntary or involuntary, all of the property and assets of the Corporation available for distribution to the holders of the Preferred `B" Shares shall be paid or distributed equally share for share to the holders of Preferred "B" Shares without preference or distinction. McCarthy Tetrault LLP DOCS #9915322 v_ 1 (f) (g) (h) 4D The Corporation may, at any time and from time to time, purchase the whole or any part of the Preferred `B" Shares at the lowest price at which, in the opinion of the directors, such shares are obtainable but not exceeding an amount per share equal to the Redemption Amount. Any amendment to the Articles of the Corporation to delete or vary any preference, right, condition, restriction, limitation or prohibition attaching to the Preferred "B" Shares or to create special shares ranking in priority to or on a parity with the Preferred `B" Shares, in addition to the authorization by a special resolution, must be authorized by at least two-thirds (2/3) of the votes cast at a meeting of the holders of the Preferred `B" Shares of the Corporation (voting separately as a class), duly called for that purpose. The Corporation may, upon giving notice as hereinafter provided, redeem the whole or any part of the Preferred "13" Shares on payment for each share to be redeemed of the Redemption Amount, together with any declared but unpaid dividends thereon; not less than 10 days notice in writing shall be given by mailing such notice to the registered holder of the shares to be redeemed specifying the date and place or places of redemption; if notice of any such redemption be given by the Corporation in the manner aforesaid and an amount sufficient to redeem the shares be deposited with any trust company or chartered bank in Canada, as specified in the notice, on or before the date fixed for redemption, the holders thereof shall thereafter have no rights against the Corporation in respect thereof except, upon the surrender of certificates for such shares, to receive payment therefore out of the monies so deposited. 3. The Corporation shall further be authorized to issue an unlimited number of Preferred "C" Shares, which, subject to the rights of the Preferred "A" Shares and the Preferred "B" Shares, shall have attached thereto the following rights, conditions, restrictions, limitations and prohibitions: (a) The holders of the Preferred "C" Shares shall be entitled to require the Corporation to redeem at any time or times, all or any of the Preferred "C" Shares registered in the name of such holder on the books of the Corporation by tendering to the Corporation at its head office a share certificate or certificates representing the Preferred "C" Shares which the registered holder desires to have the Corporation redeem. Such requests shall specify a redemption date which shall not be less than 10 days after the day on which the request in writing is given to the Corporation. Upon receipt of a share certificate or certificates representing the Preferred "C" Shares which the registered holder desires to have the Corporation redeem, together with such request, the Corporation shall, on the redemption date, redeem such Preferred "C" Shares by paying to such registered holder the fixed amount of One Dollar ($1.00) per share (hereinafter called the "Redemption Amount") in respect of the Preferred "C" Shares redeemed, together with any declared but unpaid dividends thereon. From and after the redemption McCarthy Tetrault LLP ROCS #9915322 v. 1 (b) (e) 4E date, the holder thereof shall not be entitled to exercise any of the rights of the holders of the Preferred "C" Shares in respect thereof, unless payment of the Redemption Amount is not made on the redemption date, in which event the rights of the holders of the said Preferred "C" Shares shall remain unaffected. Each Preferred "C" Share shall entitle the holder to receive notice of and to attend and exercise their respective votes at all annual and general meetings of the shareholders of the Corporation, such holders of Preferred "C" Shares to be entitled to one hundred (100) votes for each share held, provided that, upon the death of R. Nigel H. Harris or upon any transfer of Preferred "C" Shares held by R. Nigel H. Harris, whether voluntarily or involuntarily, by operation of law or otherwise, the holders of Preferred "C" Shares shall not, except when entitled to by law or as otherwise herein provided, be entitled as such to receive notice of, or to attend at, any meetings of shareholders of the Corporation or to vote at any such meetings. (c) The holders of the Preferred "C" Shares shall be entitled to receive, in any financial year of the Corporation, dividends at such time and for such amount as may be determined from time to time, by the directors in their discretion. Notwithstanding the foregoing, the directors may declare and pay dividends on any class of shares to the exclusion of any other class of share. Provided, however, the directors may not declare and pay dividends on the Preferred "C" Shares if payment of such dividends would impair the ability of the Corporation to redeem the Preferred "A" Shares and the Preferred `B" Shares. (d) Subject to the rights of the holders of Preferred "A" Shares and Preferred "B" Shares, in the event of a liquidation, dissolution or winding -up of the Corporation or other dist<ibution of the assets of the Corporation, whether voluntary or involuntary, the holders of Preferred "C" Shares shall be entitled to receive the aggregate Redemption Amount of such Preferred "C" Shares, together with any declared but unpaid dividends thereon, before any amounts shall be paid or any property or assets of the Corporation dishibuted to the holders of any Class A Common Shares, Class B Common Shares or shares of any other class ranking junior to the Preferred "C" Shares. After payment to the holders of the Preferred "C" Shares of the amounts so payable to them as above provided, they shall not be entitled to share in any further distribution of the property or assets of the Corporation. In the event of the liquidation, dissolution or winding -up of the Corporation, whether voluntary or involuntary, all of the property and assets of the Corporation available for distribution to the holders of the Preferred "C" Shares shall be paid or dishibuted equally share for share to the holders of Preferred "C" Shares without preference or distinction. McCarthy Tetrault LLP DOCS #991 5322 v. 1 (f) (g) (h) 4F The Corporation may, at any time and from time to time, purchase the whole or any part of the Preferred "C" Shares at the lowest price at which, in the opinion of the directors, such shares are obtainable but not exceeding an amount per share equal to the Redemption Amount. Any amendment to the Articles of the Corporation to delete or vary any preference, right, condition, restriction, limitation or prohibition attaching to the Preferred "C" Shares or to create special shares ranking in priority to or on a parity with the Preferred "C" Shares, in addition to the authorization by a special resolution, must be authorized by at least two-thirds (2/3) of the votes cast at a meeting of the holders of the Preferred "C" Shares of the Corporation (voting separately as a class), duly called for that purpose. The Corporation may, upon giving notice as hereinafter provided, redeem the whole or any part of the Preferred "C" Shares on payment for each share to be redeemed of the Redemption Amount, together with any declared but unpaid dividends thereon; not less than 10 days notice in writing shall be given by mailing such notice to the registered holder of the shares to be redeemed specifying the date and place or places of redemption; if notice of any such redemption be given by the Corporation in the manner aforesaid and an amount sufficient to redeem the shares be deposited with any trust company or chartered bank in Canada, as specified in the notice, on or before the date fixed for redemption, the holders thereof shall thereafter have no rights against the. Corporation in respect thereof except, upon the surrender of certificates for such shares, to receive payment therefore out of the monies so deposited. 4. The Corporation shall further be authorized to issue an unlimited number of Class A Common Shares and Class B Common Shares, which, subject to the rights of the Preferred "A" Shares, Preferred `B" Shares and Preferred "C" Shares shall have attached thereto the following rights, conditions, resliictions, limitations and prohibitions: (a) The holders of the Class A Common Shares and Class B Common Shares shall be entitled to receive, in any financial year of the Corporation, dividends at such time and for such amount as may be determined from time to time, by the directors in their discretion. Notwithstanding the foregoing, the directors may declare and pay dividends on any class of shares to the exclusion of any other class of share. Provided, however, the directors may not declare and pay dividends on the Class A Common Shares or the Class B Common Shares if payment of such dividends would impair the ability of the Corporation to redeem the Preferred "A" Shares, the Preferred "B" Shares and the Preferred "C" Shares. The holder of a Class A Common Share or a Class B Common Share shall be entitled to one (1) vote for each Class A Common Share or Class B Common Share held by him at all shareholders' meetings. (b) McCarthy Tetrault LEY DOCS #9915322 v. 1 4G (c) Subject to the rights of the holders of Preferred "A" Shares, Preferred `B" Shares and Preferred "C" Shares and of shares of any other class ranking in priority to the Class A Common Shares and the Class B Common Shares, in the event of the liquidation, dissolution or winding -up of the Corporation, whether voluntary or involuntary, the holders of Class A Common Shares and Class B Common Shares shall be entitled to receive the remaining property and assets of the Corporation. Such property or assets available for distribution to the holders of Class A Common Shares and Class B Common Shares shall be paid or distributed equally, share for share, to the holders of Class A Common Shares and Class B Common Shares without preference or distinction. (d) The Corporation may, at any time and from time to time purchase for cancellation the whole or any part of the Class A Common Shares or Class B Common Shares at the lowest price at which, in the opinion of the directors, such shares are obtainable, but not exceeding the purchase amount (as defined herein) together with all dividends declared thereon and unpaid. For purposes of this paragraph, the "purchase amount" of any Class A Common Share or Class B Common Share shall be an amount determined by dividing the en bloc fair market value of all the issued and outstanding Class A Common Shares and Class B Common Shares of the Corporation at the date of such purchase by the number of such shares then issued and outstanding. The en bloc fair market value of such shares shall be the amount determined to be the fair market value in accordance with generally accepted valuation principles. (e) Any amendment to the Articles of the Corporation to delete or vary any preference, right, condition, restriction, limitation or prohibition attaching to the Class A Common Shares or Class B Common Shares, or to create special shares ranking in priority to, or on a parity with, the Class A Common Shares or Class B Common Sharesin addition to the authorization by a special resolution, must be authorized by at least two-thirds (2/3) of the votes cast at a meeting of the holders of each of the Class A Common Shares and Class B Common Shares of the Corporation (each voting separately as a class), duly called for that purpose. 5. Subject to the provisions ofparagraph (6) below, the existing one thousand (1,000) Common Shares, which have been redesignated, pursuant to paragraph (3) above, as Class A Common Shares, shall be reclassified as two million, five hundred thousand (2,500,000) Preferred "A" Shares, ninety (90) Class A Common Shares and ten (10) Class B Common Shares, such two million, five hundred thousand (2,500,000) Preferred "A" Shares, ninety (90) Class A Common Shares and ten (10) Class B Common Shares together to have an aggregate stated capital equal to the converted Class A Common Shares. 6. It is intended that the fair market value of all Preferred "A" Shares, Class A Common Shares and Class B Common Shares issued pursuant to paragraph (5) above shall equal the fair market value of the converted Class A Common Shares. In the event that any McCarthy Tetrault LLP DOCS #9915322 v. 1 4H taxing authority having jurisdiction should determine that the fair market value or the adjusted cost base of the outstanding Class A Common Shares immediately before the conversion is higher or lower, as the case may be, than the amount set out as a basis for the conversion, the fair market value and/or the adjusted cost base determined by such taxing authority, or in the event of the dispute, such amount as shall be determined by the Courts, or by agreement between the Corporation and the taxing authority, to be the actual fair market value and/or adjusted cost base, shall be substituted as the basis for the conversion from the Class "A" Common Shares to the Preferred "A" Shares, Class A Common Shares and Class B Common Shares ab initio. 7. In the event that the fair market value is increased pursuant to paragraph (6) above, the Corporation will issue and allot to the holders of the Preferred "A" Shares issued pursuant to paragraph (5) above, such number of additionally fully paid and non - assessable Preferred "A" Shares as will result in the holders having received value in an amount equal to the aggregate of: (a) the amount by which the increased fair market value determined pursuant to paragraph (6) above exceeds Two Million, Five Hundred Thousand Dollars ($2,500,000.00); and an amount equal to interest on such excess, computed from the date of conversion hereof up to and including the date of issue and allotment of the additional shares at a rate per annum equal to the rate then prescribed by Revenue Canada pursuant to the Regulations to the Income Tax Act and compounded annually. 8. In the event that the fair market value is decreased pursuant to this paragraph (6), below the sum of Two Million, Five Hundred Thousand Dollars ($2,500,000.00), the holders of the Preferred "A" Shares issued pursuant to paragraph (5) above will donate to the Corporation such number of fully paid and non -assessable Preferred "A" Shares as will result in the holders having donated to the Corporation value in an amount equal to the aggregate of: (a) the amount by which Two Million, Five Hundred Thousand Dollars ($2,500,000.00) exceeds the decreased fair market value determined pursuant to this paragraph (6); and an amount equal to the sum of all dividends paid by the Corporation after the date of conversion hereof up to and including the date on which the aforementioned donation is made on the number of shares required by this paragraph (6)(b) to be donated to the Corporation. (b) (b) 9. The directors, without authorization of the shareholders, may from time to time on behalf of the Corporation: (a) borrow money upon the credit of the Corporation; McCarthy Tetrault LLP DOGS #9915322 v. 1 (e) 4I (b) issue, re -issue, sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Corporation, whether secured or unsecured; (c) to the extent permitted by the Canada Business Corporations Act give a guarantee on behalf of the Corporation to secure performance of an obligation to any person; (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidence of indebtedness or guarantee or any other present or future indebtedness or liability of the Corporation; and delegate to a director, a committee of directors, or an officer, or one or more of them as may be designated by resolution of the directors, all or any of the powers conferred by the foregoing provisions to such extent and in such manner as the directors of the Corporation may determine at the time of such delegation. Nothing in the above provisions shall limit or restrict the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation. McCarthy Tetrault LLP DOGS 49915322 v. 1 9. The issue, Transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows: L'emission, le trensfert ou la propriete d'actions est/n est pas restraint_ Les restrictions, s7l y a lieu, sont les suivantes : No share of the Corporation may be transferred unless its transfer complies with the restriction _on the transfer of securities set out in paragraph 10 hereof. • 10. Other provisions, (if any): Autres dispositions, sf! y a lieu : No security of the Corporation, other than a non -convertible debt security, may be transferred without the consent of: (a) the board of directors of the Corporation, expressed by a resolution duly passed at a meeting of the directors; (b) the majority of the directors of the Corporation, expressed by an instrument or instruments in writing signed by such directors; (c) the holders of the voting shares of the Corporation, expressed by a resolution duly passed at a meeting of the holders of voting shares; or (d) the holders of the voting shares of the Corporation representing a majority of the votes attached to all the voting shares, expressed by an instrument or instruments in writing signed by such holders. See page 5A incorporated in this form. 11. The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule "A". Les declarations exigees aux termes du paragraphe 778(2) de la Loi sur les societes par actions constituent !'annexe A. 12. A copy of the amalgamation agreement or directors' resolutions (as the case may be) is/are attached as Schedule "B". Une copie de la convention de fusion ou les resolutions des administrateurs (selon le cas) constituent) i'annexe B. 07121F (07/2007) 5 5A 10. Other provisions, if any, are Autres dispositions, s'il y a lieu: (2) The by-laws of the Corporation shall be the same as the by-laws of the fowler N. HARRIS COMPUTER CORPORATION such by-laws from and after the effective date hereof to be supplemented, amended or repealed in accordance with the provisions of the Business Corporations Act relating to the making, amending and repealing of by-laws. DOCS #9915468 v. 1 6 These articles are signed in duplicate. Les presents statuts sent signs en double exernplaine. Name and original signature of a director or authorized signing officer of each of the amalgamating corporations. Include the name oteach corporation, the signatories name and description of office (e.g. president secretary). Only a director or authorized signing officer can sign on behalf of the corporation. / Nom et signature originate d'un admrnistrateur ou gran signstaire auioriss de cheque societr< qui fusionne. lndiquer le ddnornrrrafon sedate de cheque sedate, le nom du signaraue et sa f ridbrr (p. ex : president, secrefaire). Seul an administrateur au un dfrfgeant hahIl14 peat signer au nom de la soa4te. N. HARRIS COMPUTER CORPORATION By 1 Par Names at Corporations J Denumsns5on scale des sooralss MarkH. Leonard Dilec,tor Print name cf sins1ory / Description of Office 1 FCartun ... Nom de signataffe er. tedres mouMes COGSDALE ACQUISITION 2010 INC. By 1 Per Name* of Ccrporational Denomiaatfan sacieie des sodet0s Mark H. Leonard Director Print name of signatory / Nom du sfgnattve en 7eflras nnord4es MUNICIPAL SOFTWARE CORPORATION By I Per 1 Sisaatore Names o' Corporations 1 Ddnnrminatlon sedate des umiak SDS SOFTWARE INC. Description of Office / FonCson Mark H. Leonard Director Print name of signatory! Description of Office/ Function Nan+ du iaaire en lettree moeMes By r Par Names of Corporations: Dermrrrinafion sdcraie des sodler6s Mark H. Leonard Director re , Signature/ / Print name Of signatory 1 Nom do stgeatelre en ;a'rr es mooloos Names et Corporations 1 Derrominnliw sociale des soc4r6s By iPar air/nature/ StgmrBue Description or Office / Fmrcifon Prim name of signatory / Description of Office 7 Fonc/ion Nam de sgnateim axl leas moulees 07127E I11520P7) Schedule "A" N. HARRIS COMPUTER CORPORATION Statement I, Mark H. Leonard; Director of N. Hauls Computer Corporation (the "Corporation"), refer to the proposed amalgamation of the Corporation with Cogsdale Acquisition 2010 Inc. ("Cogsdale"), Municipal Software Corporation ("Municipal") and SDS Software Inc. ("SDS') and hereby stale that: 1. There are reasonable grounds for believing that: (a) each of the Corporation, Cogsdale, Municipal and SDS is able to pay its Iiabilities as they become due; (b) (c) (d) the corporation continuing from the amalgamation of the Corporation, Cogsdale, Municipal and SDS (the "Amalgamated. Corporation") will be able to pay its liabilities as they become dui; the realizable value of the Amalgamated Corporation's assets immediately after the issuance of the certificate of amalgamation giving effect to the said amalgamation will not be less than the aggregate of its liabilities and stated capital of all classes; and no creditor of the Corporation, Cogsdale, Municipal or SDS will be prejudiced by the said amalgamation. 2. No creditor has notified the Corporation that such creditor objects to the proposed amalgamation. DATED Dec-bw -a- , 2010_ Mark H. Leonard. Director McCarthy Tebaadr LLP DOGS 49914963 v 1 Schedule "A" COGSDALE ACQUISITION 2010 INC. Statement Mark H. Leonard, Director of Cogsdaie Acquisition 2010 Inc. (the "Corporation"), refer to the proposed amalgamation of the Corporation with N. Harris Computer Corporation ("N. Harris"), Municipal Software Corporation ("MT n;cipal") and SDS Software Inc. ("SDS") and hereby state that: 1. There are :reasonable .groimds.for believing that: (a) (b) (c) each of the Corporation, N. Harris, Muicpal and SDS is able to pay its liabilities as they become due; the corporation continuing from the amalgamation of the Corporation, N. Harris, Municipal and SDS (the "Amalgamated Corporation") will be able to pay its liabilities as they become due; the realizable value of the Amalgamated Corporation's asses immediately after the issuance of the certificate of amalgamation giving effect to the said amalgamation will not be less than the aggregate of its liabilities and stated capital of all classes; and (d) no creditor of the Corporation, N. Harris, Municipal or SDS will be prejudiced by the said amalgamation 2. No creditor has notified the Corporation that such creditor objects to the proposed amalgamation. DATED . 2010. Mark H. Leonard, Direc`wr McCarthy Tetraait LLP DOCS ;'9914963 x 1 Schedule "A" MUNICIPAL SOFTWARE CORPORATION Statement I, Mark H. Leonard, a Director of Municipal Software Corporation (the "Corporation"), refer to the proposed amalgamation of the Corporation with N. Han -is Computer Corporation ("N. Harris"), Cogsdale Acquisition 2010 Inc. ("Cogsdale") and SDS Software Inc_ ("SDS") and hereby state that 1. There are reasonable grounds for believing that: (a) (b) (c) each of the Corporation, N. Harris; Cogsdale and SDS is able to pay its liabilities as they become due; the corporation continuing from the amalgamation of the Corporation, N. Harris, Cogsdale and SDS (the "Amalgamated Corporation") will be able to pay its liabilities as they become due; the realizable value of the Amalgamated Corporation's assets immediately after the issuance of the certificate of amalgamation giving effect to the said amalgamation will not be less than the aggregate of its liabilities and stated capital of all classes; and (d) no creditor of the Corporation, N. Harris, Cogsdale or SDS will be prejudiced by the said amalgamation. 2. No creditor has notified the Corporation that such creditor objects to the proposed amalgamation. DATED ]�C�^�P.u� .2010. Mark H. Leonard, Director McCarthy TetrazdZ LLP DOGS t9914963 v. 1 Schedule "A" SDS SOFTWARE INC. Statement I, Mark H. Leonard, director of SDS Software Inc. (the "Corporation"), refer to the proposed auaalgamation of the Corporations with N. Harris Computer Corporation ("N. Harris"), Cogsdale Acquisition 2010 Inc. ("Cogsdale") and Municipal Software Corporation ("Municipal") and hereby state that: 1. There are reasonable grounds for believing that: (a) each of the Corporation, N. Harris, Cogsdale and Municipal is able to .pay its liabilities as they become due; (b) the corporation continuing from the amalgamation of the Corporation, N. Harris, Cogsdale and Municipal (the "Amalgamated Corporation") will be able to pay its liabilities as they become due; the realizable value of the Amalgamated Corporation's assets immediately after the issuance of the certificate of amalgamation giving effect to the said amalgamation will not be less than the aggregate of its liabilities and stated capital of all classes; anti no creditor of the Corporation, N. Harris, Cogsdale or Municipal will be prejudiced by the v,aid amalgamation. 2. No creditor has notified the Corporation that such creditor objects to the proposed amalgamation. (C) (d) DATED McCarthy TeriaulrLLP DOGS 0914963 v. 1 2010. Mark H. Leonard, D'rector Schedule "B" N. HARRIS COMPUTER CORPORATION The undersigned, being the sole director of N. HARRIS COMPUTER CORPORATION, hereby signs the following resolution: AMALGAMATION WITH COGSDALE ACQUISITION 2010 INC., MUNICIPAL SOFTWARE CORPORATION AND SDS SOFTWARE INC. RESOLVED that- 1. The amalgamation of the Corporation with Cogsdale Acquisition 2010 Inc., Municipal Software Corporation and SDS Software Inc. pursuant to the provisions of subsection 177(1) of the Business Corporations Act (Ontario). is approved and authorized. 2. Upon the amalgamation becoming effective, all the shares of Cogsdale Acquisition 2010 Inc., Municipal Software Corporation and SDS Software Inc. shall be cancelled without any repayment of capital in respect thm-eof. 3. The articles of aralgamation of the corporation continuing from the amalgamation (the "Amalgamated Corporation") shall be the same as the articles of the Corporation. 4. No securities shall be issued, and no assets shall be distributed, by the Amalgamated Corporation in connection with the amalgamation. 5_ The by-laws of the Amalgamated Corporation shah be the same as the by-laws of the Corporation, such by-laws after the amalgamation becoming effective to be supplemented, amended or repealed in accordance with the provisions of the Business Corporations Art (Ontario) relating to the making, amending and repealing of by-laws. 6. Any officer of the Corporation is authorized and directed to.do all such acts and things and to execute or cause to be executed (whether under Me corporate seal of the Corporation or otherwise) all such instruments, agreements and other documents as in•such officer's opinion may be necessary or desirable to complete the amalgamation hereby approved and authorized_ DATED , 2010. Mark H. Leonard McCarthy Titraalt LL? DOCS #9914963 v1 Schedule "S" COGSDALE ACQUISITION 2010 INC. The undersigned, being the sole director of COGSDALE ACQUISITION 2010 NC., hereby sips the following resolution: AMALGAMATION WITH N. ILARRIS COMPUTER CORPORATION. MUNTCLPAL SOFTWARE CORPORATION AND SDS SOFTWARE INC. RESOLVED that 1. The amalgamation of the Corporation with N. Harris Computer Corporator, Municipal Software Corporation and SDS Software Inc. pursuant to the provisions of subsection 177(1) of the Business Corporations- Act (Ontario) is approved and authorized_ 2. Upon the amalgamation becoming eriecdve, all the shares of the Corporation shall be cancelled without any repayment of capital in respect thereof 3. The a-ticles of amalgamation of the corporation continuing from the amalgamation (the "Amalgamated Corporation") shall be the came as the articles of N. Harris Computer Corporation. 4. No securities shall be issued, and no assets shall be distributed, by the Amalgamated Corporation in connection with, the amalgamation_ 5. The by-laws of the Amalgamated Corporation shall be the same as the by-laws of N_ Harris Computer Corporation, such by-laws after the amalgamation becoming effective to be supplemented, amended or repealed in accordance with the provisions of the Business Corporations Act (Ontario) relating to the making, amending and repealing of by-laws. 6. Any officer of the Coipu;ation is authorized and directed to do all such acts a1141 things and to execute or cans to be executed (whether under the corporate seal of the Corporation or otherwise) all such instruments, agreements and other documents as in such officer's opinion may be necessary or desirable to complete the amalgamation hereby approved and authorized. DATED 2CErni b a g-- , 2010. McCarthy re:trault LIP DOGS 4991498 v. 1 Schedule "B" MUNICIPAL SOFTWARE CORPORATION The undersigned, being all the directors of MUNICIPAL SOFTWARE CORPORATION, hereby sign the following resolution: AMALGAMATION WITH N. HAR.RIS COMPUTER CORPORATION, COGSDALE ACQUISITION 2010 INC. AND SDS SOFTWARE NC. RESOLVED that I. The amalgamation of the Corporation with N. Harris Computer Corporation, Cogsdale Acquisition 2010 Inc. and SDS Software Inc. pursuant to the provisions of subsection 177(1) of the Business Corporations Act (Ontario) is approved and authorized. • 2. Upon the amalgamation becoming effective, all the shares of the Corporation shall be cancelled without any repayment of capital in respect thereof 3. The of doles of amalgamation of the corporation continuing from the amalgamation (the "Amalgamated Corporation") shall be the same as the articles of N. Harris Computer Corporation. 4. No securities shall be issued, and no assets shall be distributed, by the .Amalgamated Corporation in connection with the amalgamation. 5. The by-laws of the Amalgamated Corporation shall be the same as the by-Iaws of N. Harris Computer Corporation, such by-laws after the amalgamation becoming effective to be supplemented, amended or repealed in accordance with the provisions of the Business Corporatons Act (Ontario) relating to the making, ameniing and repealing of by-laws. 6. Any officer of the Corporation is authorized and directed to do aIl such acts and things and to execute or cause to be executed (whether under the corporate seal of the Corporation or otherwise) ali such instruments, agreements and other documents as in such officer's opinion may be necessary or desirable to complete the amalgamation hereby approved and authorized. DATED r)eCe-1'bex' 3° ,2010. Mark H. Leonard John Billowits McCarthy Tetrault LLP DOGS R-9914963 v. 1 Schedule "B" MUNIC-VYAL SOFTWARE CORPORATION The undersigned, being all the directors of MUNICIPAL SOFTWARE CORPORATION, hereby sign the following resolution:. AMALGAMATION WITH N. HARR.IS COMPUTER CORPORATION_ COGSDALE ' ACOUISI'11ON 2010 INC. AND SDS SOFTWARE INC. RESOLVED that 1. The amalgamation of the Corporation with N. Harris Computer Corporation, Cogsdale Acquisition 2010 Inc. and SDS Software Inc. pursuant to the provisions of subsection 177(1) of the Business Corporations Act (Ontario) is approved and authorized. 2. Upon the amalgamation becoming effective, all the shares of the Corporation shall be cancelled without any lecrayment of capital in respect thereof. 3_ The articles of amalgamation of the corporation continuing from the amalgamation (the "Ama1g rnPted Corporation") shall be the same as the articles of N. Harris Computer Corporation. 4. No securities shall be issued, and no assets shall be distributed, by the Amalgamated Corporation in connection with the amalgamation. 5. The by-laws of the Amalgamated Corporation shall be the same as the by-laws of N. Harris Computer Corporation, such by-laws after the amalgamation becoming effective to be supplemented, amended or repealed in accordance with the provisions of the Business Corporations Act (Ontario) relating to the making, amending and repealing of by-laws. b. Any officer of the Corporation is authorized and directed to do all such acts and things and to execute or cause to be executed (whether under the corporate seal of the Corporation or otherwise) all such instruments, agreements and other documents as in such officer's opinion may be necessary or desirable to complete the amalgamation hereby approved and authorizes_ DATED 1)eC---e-b..it" SD 2010. Mark H. Leonard John Billowits McCarthy Tetrault LLP DOCS'19914963 v. 1 Schedule "B" SDS SOir"1"WARE INC. The undersigned, being the sole director of SDS SOFTWARE INC., hereby signs the following resolution_ AMALGAMATION WITH N. HARRIS COMPUTER CORPORATION. COGSDALE ACQUISii'ION 2010 LNC. AND MUNIC2AL SOFTWARE CORPORATION RESOLVED that: I. The amalgamation of the Corporation with N. Harris Computer Corporation, Cogsdale . Acquisition 2010.Inc. and Municipal Software Corporation pursuant to the provisions of subsection 177(1) of the Business Corporations Act (Ontario) is approved and authorized. 2. Upon the amalgamation becoming effective, all the shares of the Corporation shall be rancelled without any repayment of capital in respect thereof. 3., The articles of amalgamation of the corporation continuing from the amalgamation (the "Amalgamated Corporation") shall be the same as the articles of N. Harris Computer Corporation. 4. No securities shall be issued, and no assets Mail be dist`buted, by the .Amalgamated Corporation in cornet an with the amalgamation. 5. The by-laws of the Amalgamated Corporation shall be the same as the by-laws of N. Harris Computer Corporation, such by-laws after the amalgamation becoming effective to be supplemented, amended or repealed in accordance with the provisions of the Business Corporations Act (Ontario) relating to the making amending and repealing of by-laws. 6. Any officer of the Corporation is authorized and directed to do all such acts and ti . as and to execute or cause to be executed (whether under the corporate seal of the' Corporation or otherwise) all such instruments, agreements and other documents as in such officer's opinion may be necessary or desirable to complete the amalgamation hereby approved and authorized. DATED h `i , 2010. Mark H. Leonard McCarthy Tevauk LLP DOGS V.914963 v. 1