exv10w1






Exhibit 10.1




ARRANGEMENT AGREEMENT




Among



GAMEHOST INCOME FUND



and



ONCOTHYREON INC., ONCOTHYREON CANADA INC. and 0811769 B.C. ULC



February 17, 2010







 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE 1 INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	1.2 Interpretation Not Affected by Headings, etc.
	 	 	11	 
	1.3 Number, etc.
	 	 	11	 
	1.4 Date for Any Action
	 	 	11	 
	1.5 Entire Agreement
	 	 	11	 
	1.6 Currency
	 	 	11	 
	1.7 Accounting Matters
	 	 	11	 
	1.8 Disclosure in Writing
	 	 	11	 
	1.9 Interpretation Not Affected by Party Drafting
	 	 	11	 
	1.10 Trust Power and Authority
	 	 	12	 
	1.11 Exhibits
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 2 THE ARRANGEMENT
	 	 	12	 
	 
	 	 	 	 
	2.1 Plan of Arrangement
	 	 	12	 
	2.2 Interim Order
	 	 	12	 
	2.3 Information Circulars and Meetings
	 	 	13	 
	2.4 Effective Date
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 3 COVENANTS
	 	 	13	 
	 
	 	 	 	 
	3.1 Covenants of Gamehost
	 	 	13	 
	3.2 Covenants of Onco US
	 	 	15	 
	3.3 Mutual Covenants Regarding the Arrangement
	 	 	19	 
	3.4 Mutual Covenants Regarding Non-Solicitation
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES
	 	 	22	 
	 
	 	 	 	 
	4.1 Representations and Warranties of Gamehost
	 	 	22	 
	4.2 Representations and Warranties of Onco US
	 	 	24	 
	4.3 Limitations on Claims for Losses
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 5 CONDITIONS PRECEDENT
	 	 	29	 
	 
	 	 	 	 
	5.1 Mutual Conditions Precedent
	 	 	29	 
	5.2 Additional Conditions to Obligations of Gamehost
	 	 	30	 
	5.3 Additional Conditions to Obligations of Onco US
	 	 	33	 
	5.4 Notice and Effect of Failure to Comply with Conditions
	 	 	34	 
	5.5 Satisfaction of Conditions
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 6 AMENDMENT
	 	 	34	 
	 
	 	 	 	 
	6.1 Amendment
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 7 TERMINATION
	 	 	35	 
	 
	 	 	 	 
	7.1 Termination
	 	 	35	 
	7.2 Notice and Cure Provisions
	 	 	36	 
	7.3 Termination Fee
	 	 	36	 
	7.4 Damages and Remedies
	 	 	37	 
	 
	 	 	 	 
	ARTICLE 8 CONFIDENTIALITY
	 	 	38	 
	 
	 	 	 	 
	8.1 Confidentiality
	 	 	38	 






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	ARTICLE 9 NOTICES
	 	 	39	 
	 
	 	 	 	 
	9.1 Notices
	 	 	39	 
	 
	 	 	 	 
	ARTICLE 10 GENERAL
	 	 	40	 
	 
	 	 	 	 
	10.1 Binding Effect
	 	 	40	 
	10.2 Assignment
	 	 	40	 
	10.3 Disclosure
	 	 	40	 
	10.4 Costs
	 	 	41	 
	10.5 Severability
	 	 	41	 
	10.6 Further Assurances
	 	 	41	 
	10.7 Time of Essence
	 	 	41	 
	10.8 Governing Law
	 	 	41	 
	10.9 Waiver
	 	 	41	 
	10.10 Obligations
	 	 	42	 
	10.11 Counterparts
	 	 	43	 
	 
	 	 	 	 
	EXHIBIT A — PLAN OF ARRANGEMENT
	 	 	A-1	 
	EXHIBIT B — FORM OF INDEMNITY AGREEMENT
	 	 	B-1	 
	EXHIBIT C — REQUIRED APPROVALS
	 	 	C-1	 
	EXHIBIT D — FORM OF GAMEHOST RESOLUTION
	 	 	D-1	 
	EXHIBIT E — FORM OF DIVESTITURE AGREEMENT
	 	 	E-1	 
	EXHIBIT F – PRE-ARRANGEMENT TRANSACTIONS
	 	 	F-1	 






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ARRANGEMENT AGREEMENT



THIS ARRANGEMENT AGREEMENT is dated as of the 17th day of February, 2010,



AMONG:





GAMEHOST INCOME FUND, a trust created under the Laws of the Province of Alberta (hereinafter
referred to as “Gamehost”)


AND:





ONCOTHYREON INC., a corporation subsisting under the Laws of the State of Delaware
(hereinafter referred to as “Onco US”);




ONCOTHYREON CANADA INC., a corporation subsisting under the Laws of Canada (hereinafter
referred to as “Onco Alberta”); and




0811769 B.C. ULC, an unlimited liability corporation subsisting under the Laws of the
Province of British Columbia (hereinafter referred to as “Onco BC”)



WHEREAS:





	 	1.	 	Onco Alberta and Onco BC are indirect wholly-owned subsidiaries of Onco US and Onco
Alberta is a direct wholly-owned subsidiary of Onco BC;
	 
	 	2.	 	Onco BC and Onco Alberta each desire to reorganize their capital structure, including
the continuation of their existing businesses by a new corporation;
	 
	 	3.	 	Gamehost desires to convert its capital structure from an income trust to a
corporation;
	 
	 	4.	 	The Parties intend to carry out the transactions contemplated herein by way of an
arrangement under the provisions of the ABCA; and
	 
	 	5.	 	The Parties have entered into this Agreement to provide for the matters referred to in
the foregoing recitals and for other matters relating to such arrangement.




NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and
valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties
hereto do hereby covenant and agree as follows:




ARTICLE 1

INTERPRETATION



1.1 Definitions



In this Agreement, unless there is something in the context or subject matter inconsistent
therewith, the following defined terms have the meanings hereinafter set forth:



“ABCA” means the Business Corporations Act (Alberta), as amended, including the regulations
promulgated thereunder;







 









 







“ACTA” means the Alberta Corporate Tax Act, as amended, including the regulations promulgated
thereunder;



“Acquisition Proposal” means any inquiry or the making of any proposal to Onco Alberta, Onco BC or
Gamehost or any of their respective security holders, as the case may be, from any Person which
constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or
a series of transactions):





	 	(i)	 	an acquisition from Onco Alberta, Onco BC or Gamehost or any of their
respective security holders, as the case may be, or issuance of, any equity or debt
securities of such Party or its Subsidiaries;
	 
	 	(ii)	 	any acquisition of any of the assets of Onco Alberta, Onco BC or
Gamehost;
	 
	 	(iii)	 	an acquisition, merger, amalgamation, reorganization, arrangement or
similar transaction involving Onco Alberta, Onco BC or Gamehost or any of their
respective Subsidiaries; or
	 
	 	(iv)	 	any take-over bid, issuer bid, exchange offer, recapitalization,
liquidation, dissolution or reorganization in respect of Onco Alberta, Onco BC or
Gamehost or any of their respective security holders;




except for:





	 	(A)	 	any such transaction which does not preclude, delay or have an
adverse effect on, the Arrangement or the benefits thereof to the Other Party
hereto including, without limitation, the Pre-Arrangement Transactions and the
Gamehost Proposed Transactions; and
	 
	 	(B)	 	a Gamehost Secondary Arrangement;




“Agreement”, “herein”, “hereof”, “hereto”, “hereunder” and similar expressions mean and refer to
this arrangement agreement (including the schedules hereto) as supplemented, modified or amended,
and not to any particular article, section, schedule or other portion hereof;



“Alternative Proposal” has the meaning ascribed thereto in Section 3.4(b)(v);



“Applicable Laws”, in the context that refers to one or more Persons, means the Laws that apply to
such Person or Persons or its or their business activities, undertaking, property, assets or
securities and emanate from a Person having jurisdiction over the Person or Persons or its or their
business, activities, undertaking, property, assets or securities;



“Arrangement” means the arrangement pursuant to Section 193 of the ABCA set forth in the Plan of
Arrangement;



“Articles of Arrangement” means one or more articles of arrangement in respect of the Arrangement
required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has
been granted so as to give effect to the Arrangement, which shall be in form and content
satisfactory to each of Gamehost and Onco US, acting reasonably;



“Assessment” has the meaning ascribed thereto in Section 3.2(p);







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“Business Day” means a day other than a Saturday, Sunday or other than a day when banks in the
Cities of Calgary, Alberta and Edmonton, Alberta are not generally open for business;



“Canadian Securities Laws” means, collectively, and as the context may require, the securities
legislation of each of the provinces and territories of Canada, and the rules, regulations and
policies published and/or promulgated thereunder, as such may be amended from time to time prior to
the Effective Date;



“Certificate” means the certificate or certificates or confirmation of filing which may be issued
by the Registrar pursuant to Subsection 193(11) of the ABCA in respect of the Arrangement;



“Claim” means any claim, action, demand, cause of action, suit, complaint, proceeding, arbitration,
judgment, settlement, award, assessment, re-assessment, order, investigation, enquiry or hearing
made or threatened;



“Closing Time” means 12:00 noon (Calgary time) on the Effective Date, unless otherwise agreed to by
Gamehost and Onco US;



“Confidential Information” has the meaning ascribed thereto in Section 8.1;



“Court” means the Court of Queen’s Bench of Alberta;



“Deadline” means April 30, 2010;



“Divestiture Agreement” means the divestiture agreement to be entered into among Onco BC, Onco
Alberta and Onco Alberta Subco, and to be intervened by Gamehost (or an affiliate thereof) and New
Onco, which provides for the assignment of the assets and assumption of the liabilities from Onco
BC and Onco Alberta to Onco Alberta Subco (other than the shares of Onco Alberta owned by Onco BC
or as otherwise specified therein) as part of the Plan of Arrangement, in the form set out in
Exhibit E hereto;



“Effective Date” means the date the Arrangement becomes effective under the ABCA;



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



“Environmental Laws” means all federal, municipal or local Laws of any Governmental Entity or of
any court, tribunal or other similar body, relating to environmental or health matters, including
legislation governing the use and storage of Hazardous Substances;



“Final Order” means the order of the Court approving the Plan of Arrangement pursuant to Subsection
193(9) of the ABCA, as such order may be affirmed, amended or modified by any court of competent
jurisdiction;



“GAAP” has the meaning ascribed thereto in Section 1.7;



“Gamehost” means Gamehost Income Fund, an open-ended unincorporated investment trust established
under the laws of the Province of Alberta pursuant to the Gamehost Trust Agreement;



“Gamehost Administrator” means Gamehost Management Inc., a corporation subsisting under the laws of
the Province of Alberta which acts as administrator of Gamehost;



“Gamehost Board of Trustees” means the board of trustees of Gamehost as it may be comprised from
time to time;







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“Gamehost Disclosure Letter” means the letter dated as of the date hereof and delivered by Gamehost
to Onco US on or prior to the date hereof;



“Gamehost Financial Statements” means, collectively, the audited comparative consolidated financial
statements of Gamehost as at and for the years ended December 31, 2008 and 2007, together with the
notes thereto and the auditors’ report thereon and the unaudited comparative consolidated financial
statements of Gamehost as at and for the nine month periods ended September 31, 2009 and 2008,
together with the notes thereto;



“Gamehost Information Circular” means the information circular of Gamehost to be sent by Gamehost
to the Gamehost Security Holders in connection with the Gamehost Meeting;



“Gamehost LP” means Gamehost Limited Partnership, a limited partnership established pursuant to the
Laws of the Province of Alberta;



“Gamehost Meeting” means the special meeting of the Gamehost Security Holders to be held to
consider the Gamehost Resolution and related matters, and any adjournment(s) thereof;



“Gamehost Proposed Transactions” means the transactions described as such in the Gamehost
Disclosure Letter;



“Gamehost Public Record” means all information filed by Gamehost after December 31, 2008 with any
securities commission or similar regulatory authority in compliance, or intended compliance, with
Canadian Securities Laws;



“Gamehost Resolution” means the special resolution of the Gamehost Security Holders to be
considered at the Gamehost Meeting approving the Plan of Arrangement and the Gamehost Secondary
Arrangement, and further providing that the Gamehost Secondary Arrangement will only be proceeded
with if this Arrangement Agreement is terminated in accordance with its terms;



“Gamehost Required Approvals” means, the third party and Governmental Entity approvals and consents
listed in Schedule C hereof which are required by Gamehost to be received on or prior to the
Effective Time in order to complete the Arrangement;



“Gamehost Trust Indenture” means the trust agreement dated April 9, 2003 between the original
trustees of Gamehost and the initial unitholder of Gamehost, as amended from time to time or as may
be amended from time to time;



“Gamehost Secondary Arrangement” means any internal reorganization of Gamehost and its Subsidiaries
that Gamehost may consider and pursue to convert its capital structure from an income trust to a
corporation, as an alternative to the Arrangement contemplated hereby should the Arrangement
contemplated hereby not be capable of being completed due to a termination of this Agreement on its
terms;



“Gamehost Security Holders” means the holders of:





	 	(i)	 	issued and outstanding Gamehost Units; and
	 
	 	(ii)	 	issued and outstanding Gamehost Subsidiary LP Exchangeable Units;




4









 










“Gamehost Subsidiary LP Exchangeable Units” means the class B limited partnership units of Gamehost
LP;



“Gamehost Units” means the trust units of Gamehost;



“Governmental Entity” means any:





	 	(i)	 	multinational, federal, provincial, state, regional, municipal, local
or other government or any governmental or public department, court, tribunal,
arbitral body, commission, board, bureau or agency,
	 
	 	(ii)	 	any subdivision, agent, commission, board or authority of any of the
foregoing, or
	 
	 	(iii)	 	any quasi-governmental or private body exercising any regulatory,
expropriation or taxing authority under or for the account of any of the foregoing;




“Hazardous Substances” means any pollutant, contaminant, waste of any nature, hazardous substance,
hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially
interpreted or identified in any Environmental Laws;



“Indemnity Agreement” means the indemnity agreement, in the form set out in Exhibit E hereto, to be
entered into by the parties contemplated thereby on the Effective Date;



“Intellectual Property” or “Intellectual Property Rights” means:





	 	(i)	 	any and all proprietary rights provided under:






	 	(A)	 	patent law;
	 
	 	(B)	 	copyright law (including moral rights);
	 
	 	(C)	 	trade-mark law;
	 
	 	(D)	 	design patent or industrial design law;
	 
	 	(E)	 	semi-conductor chip or mask work or integrated circuit
topography law; or
	 
	 	(F)	 	any other statutory provision or common law principle
applicable to this Agreement, including trade secret law, which may provide a
right in either hardware, software, information (including Confidential
Information), trademarks, ideas, formulae, algorithms, concepts, inventions,
processes or know-how generally, or the expression or use of the same;






	 	(ii)	 	any and all applications, registrations, licenses, sub-licenses,
franchises, agreements or any other evidence of a right in any of the foregoing;
and
	 
	 	(iii)	 	all licenses and waivers and benefits of waivers of the intellectual
property rights set out in (i) and (ii) above, all future income and proceeds from
the intellectual property rights set out in (i) and (ii) above, and all rights to
damages and profits by reason of the infringement or violation of any of the
intellectual property rights set out in (i) and (ii) above;




5









 










“Initial Court Order” means the order of the Court approving certain amendments to the plan of
arrangement involving Onco Alberta, Onco BC and Onco US that was effective December 10, 2007, in
the form agreed to by Gamehost and Onco US prior to the entering into of this Agreement, or as
otherwise directed by the Court and acceptable to Gamehost in its sole discretion, acting
reasonably;



“Interim Order” means an interim order of the Court concerning the Plan of Arrangement under
subsection 193(4) of the ABCA, containing declarations and directions with respect to the
Arrangement and the holding of the Gamehost Meeting, as such order may be affirmed, amended or
modified by any court of competent jurisdiction;



“ITA” means the Income Tax Act (Canada), including the regulations thereunder, as amended;



“Laws” means all laws, statutes, regulations, by-laws, statutory rules, orders, ordinances,
protocols, codes, guidelines, notices, directions (including all Canadian Securities Laws, U.S.
Securities Laws and Environmental Laws), and terms and conditions of any grant of approval,
permission, authority or license of any court, Governmental Entity, statutory body or
self-regulatory authority (including the TSX);



“Mailing Deadline” has the meaning ascribed thereto in Section 3.3(g);



“Material Acquisition Proposal” means any inquiry or the making of any proposal to such Party or
its security holders, as the case may be, from any Person which constitutes, or may reasonably be
expected to lead to (in either case in one transaction or a series of transactions):





	 	(i)	 	an acquisition from such Party or its security holders, as the case may
be, or the issuance of, equity securities representing more than 20% of the
outstanding securities of such Party or debt securities with a principal amount
more than 20% of the book value of the assets of such Party;
	 
	 	(ii)	 	any acquisition of assets representing more than 20% of the book value
of the assets of such Party; or
	 
	 	(iii)	 	an acquisition, merger, amalgamation, reorganization, arrangement or
other similar transaction involving such Party which results in the security
holders of such Party holding less than 80% of the equity securities of such Party
or the resulting entity on completion of the transaction;




except for any such transaction which does not preclude, delay or have an adverse effect on, the
Arrangement or the benefits thereof to the Other Party hereto including, without limitation, the
Pre-Arrangement Transactions and the Gamehost Proposed Transactions. Calculations for this
definition shall be based on the values and numbers in the most recent financial information of the
applicable Party which is available;



“Material Adverse Change” or “Material Adverse Effect” means, with respect to Onco Alberta, Onco BC
or Gamehost and their respective Subsidiaries taken as a whole, any fact or state of facts,
circumstance, change, effect, occurrence or event which, either individually or in the aggregate,
is material and adverse to the business, operations, results of operations, properties, assets,
liabilities, obligations (whether absolute, accrued, conditional or otherwise) or condition
(financial or otherwise) of such Party and its Subsidiaries (taken as a whole), except to the
extent of any fact or state of facts, circumstance, change, effect, occurrence or event resulting
from or arising in connection with:







6









 









	 	(i)	 	any change in general economic, business, regulatory, market or
political conditions, in each case whether regional, domestic or international,
including changes or disruptions in international capital, financial, currency
exchange or commodities markets;
	 
	 	(ii)	 	natural disasters, acts of God, any outbreak or escalation of
hostilities, declared or undeclared acts of war or terrorism or civil unrest;
	 
	 	(iii)	 	subject to Section 5.2(e), any change in Applicable Laws of any
Governmental Entity or interpretations thereof by any Governmental Entity or in
GAAP (as defined below);
	 
	 	(iv)	 	any change generally affecting the industries in which a Party conducts
its business;
	 
	 	(v)	 	the execution, announcement or performance of this Agreement or
consummation of the transactions contemplated hereby, including any loss or
threatened loss of, or adverse change or threatened adverse change in, the
relationship of a Party with any of its customers, employees, shareholders,
financing sources, vendors, distributors, partners or suppliers as a direct result
thereof or in connection therewith;
	 
	 	(vi)	 	in respect of Gamehost, any change in the market price or trading
volume of the securities of Gamehost;
	 
	 	(vii)	 	the failure of a Party in and of itself to meet any internal or public
projections, forecasts or estimates of revenues or earnings (but it being
understood that the causes underlying such failure may be taken into account in
determining whether a Material Adverse Effect has occurred);
	 
	 	(viii)	 	in respect of Onco Alberta or Onco BC, any actions taken (or omitted to be taken)
by them or their Subsidiaries or by Onco US at the written request of Gamehost;
	 
	 	(ix)	 	in respect of Gamehost, any actions taken (or omitted to be taken) by
Gamehost or its Subsidiaries at the written request of Onco US or its Subsidiaries;
	 
	 	(x)	 	in respect of Onco Alberta or Onco BC, any actions taken by them or
their Subsidiaries or Onco US pursuant to the Pre-Arrangement Transactions provided
they are on the terms and in the order set out in the Pre-Arrangement Transactions
and are not otherwise inconsistent with their obligations to Gamehost under this
Agreement;
	 
	 	(xi)	 	in respect of Gamehost, any actions taken by it or its Subsidiaries
pursuant to the Gamehost Proposed Transactions provided they are not otherwise
inconsistent with Gamehost’s obligations to Onco US under this Agreement;
	 
	 	(xii)	 	any action taken by any Party that is required pursuant to this
Agreement; or
	 
	 	(xiii)	 	any of the matters specifically disclosed in the Onco Disclosure Letter;






	 	 	provided, however, any fact or state of facts, circumstance, change, effect, occurrence or
event:






	 	(A)	 	which, either individually or in the aggregate, is material and
adverse to the business, operations, results of operations, properties, assets,
liabilities, obligations (whether absolute, accrued, conditional or otherwise)
or condition (financial or otherwise) of such Party and its Subsidiaries (taken
as a whole) that




7









 












	 	 	 	has an adverse effect on the ability of Onco Alberta, or would reasonably be
expected to preclude or adversely affect the ability of Onco Alberta, to
transfer its assets and liabilities to Onco Alberta Subco so that, at the
Effective Time, Onco Alberta has no assets or liabilities that have not been
transferred to or assumed by Onco Alberta Subco (other than assets or
liabilities that will continue to be held by Onco Alberta after the
Effective Time under the terms of the Divestiture Agreement); or
	 
	 	(B)	 	with respect to subclause (x) above, that results in any
material impairment of, or materially adversely affects:






	 	(I)	 	the benefit to Gamehost of, or the
completion of, the Arrangement, or
	 
	 	(II)	 	the ability of Onco Alberta to utilize
the Tax Pools referred to in the Onco Disclosure Letter after the
Effective Date;






	 	 	 	shall be a Material Adverse Change or Material Adverse Effect;




“New Onco” means 1517680 Alberta ULC, an unlimited liability corporation existing under the laws of
the Province of Alberta and a direct wholly-owned subsidiary of 1517678 Alberta ULC.;



“Onco Alberta” means Oncothyreon Canada Inc., a corporation subsisting under the laws of Canada,
and where the context requires includes any successor corporation;



“Onco Alberta Board of Directors” means the board of directors of Onco Alberta as it may be
comprised from time to time;



“Onco Alberta Public Record” means all information filed by Onco Alberta prior to the date of this
Agreement with any securities commission or similar regulatory authority in compliance, or intended
compliance, with Canadian Securities Laws or U.S. Securities Laws;



“Onco Alberta Shares” means the Class A shares of Onco Alberta;



“Onco Alberta Subco” means 1518025 Alberta ULC, an unlimited liability corporation existing under
the laws of the Province of Alberta as a Subsidiary of Onco Alberta which will acquire all of the
assets and assume all of the liabilities of Onco BC and Onco Alberta pursuant to the Divestiture
Agreement;



“Onco BC” means 0811769 B.C. ULC, an unlimited liability corporation subsisting under the laws of
the Province of British Columbia, and where the context requires includes any successor
corporation;



“Onco BC Board of Directors” means the board of directors of Onco BC as it may be comprised from
time to time;



“Onco BC Class A Shares” means the Class A voting common shares of Onco BC;



“Onco BC Class B Shares” means the Class B preferred shares of Onco BC;



“Onco Books and Records” means all current and historical books, records and data of Onco Alberta
and Onco BC, and all of their respective subsidiaries, or within the control of Onco US, prior to
completion of the Arrangement, including without limitation contracts, agreements, accounting
records, books, technical reports, financial statements, accounts, records, minute books, Tax
Returns, tax






8









 







assessments, contemporaneous transfer pricing documentation, filings, documents, files and all
other information (and including all such books and records stored in electronic format or any
other media form) which books, records and data will be transferred to and become the property of
New Onco on completion of the Arrangement;



“Onco Disclosure Letter” means the letter dated as of the date hereof and delivered by Onco US to
Gamehost on or prior to the date hereof;



“Onco Financial Information” means, collectively, the financial information provided by Onco US and
its Subsidiaries to Gamehost and its advisors with respect to Subsidiaries of Onco US, including
but not limited to Onco BC and Onco Alberta, in order to allow Gamehost and its advisors to conduct
due diligence with respect to the financial position of each of Onco BC and Onco Alberta as well as
with respect to the Tax Pools;



“Onco Information” means the information about Onco US, Onco Alberta and Onco BC and their
respective businesses, operations and affairs (including their Subsidiaries) which must be included
in the Gamehost Information Circular under Applicable Laws;



“Onco Required Approvals” means, the third party and Governmental Entity approvals and consents
listed in Schedule C hereof which are required by Onco US, Onco Alberta and Onco BC to be received
on or prior to the Effective Time in order to complete the Arrangement;



“Onco US” means Oncothyreon Inc., a corporation subsisting under the laws of the State of Delaware;



“Onco US Board of Directors” means the board of directors of Onco US as it may be comprised from
time to time;



“Other Party” means:





	 	(i)	 	with respect to Gamehost, each of Onco US, Onco Alberta and Onco BC
provided that any notice to be provided to any one of them will be deemed to have
been provided if it has been provided to Onco US; and
	 
	 	(ii)	 	with respect to each Onco US, Onco Alberta and Onco BC, Gamehost;




“Parties” means, collectively, the parties to this Agreement, and “Party” means any one of them;



“Person” means any individual, firm, partnership, joint venture, venture capital fund, association,
trust, trustee, executor, administrator, legal personal representative, estate group, body
corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate
or other entity, whether or not having legal status;



“Personal Information” means information about an identifiable individual as defined by Applicable
Law that is collected, used, disclosed, stored or transferred by one Party to the Other Party in
accordance with this Agreement and/or as a condition of the Arrangement;



“Plan of Arrangement” means the plan of arrangement in the form set out in Exhibit A hereto, as
amended or supplemented from time to time in accordance with Article 4 thereof and Article 6
hereof;



“Pre-Arrangement Transactions” means the transactions described as such in Exhibit F hereto;







9









 







“Receiving Party” has the meaning ascribed thereto in Section 3.4(c);



“Registrar” means the “registrar of corporations” or a “deputy registrar of corporations” duly
appointed under Section 263 of the ABCA;



“Responding Party” has the meaning ascribed thereto in Section 3.4(c);



“Subsidiary” has the meaning ascribed thereto in the Securities Act (Alberta) (and, for greater
certainty, includes all partnerships (general or limited) and trusts directly or indirectly owned
by Gamehost, Onco US, Onco Alberta or Onco BC, as the case may be);



“Tax” or “Taxes” means all taxes, however denominated, including any interest, penalties or other
additions that may become payable in respect thereof, imposed by any federal, territorial, state,
local or foreign government or any agency or political subdivision of any such government, which
taxes shall include, without limiting the generality of the foregoing, all income or profits taxes
(including, but not limited to, federal income taxes and provincial income taxes), payroll and
employee withholding taxes, unemployment insurance, social insurance taxes, sales and use taxes, ad
valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes,
occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer
taxes, capital taxes, workers compensation and other governmental charges, and other obligations of
the same or of a similar nature to any of the foregoing, which Gamehost or Onco Alberta (or any of
their respective Subsidiaries), as the case may be, is required to pay, withhold, remit or collect;



“Tax Pools” means, at the relevant time as used in this Agreement, Onco Alberta’s non-capital
losses, scientific research and experimental development expenditures and investment tax credits,
as those terms are used for the purposes of the ITA and the ACTA, as applicable, in the amounts as
set out as of the date of this Agreement in the Onco Disclosure Letter and, for greater certainty,
does not include Onco Alberta’s capital losses, as that term is used for the purposes of the ITA;



“Tax Returns” means all reports, estimates, elections, designations, forms, declarations of
estimated tax, information statements and returns relating to, or required to be filed with any tax
authority, in connection with, any Taxes, including any amendments or supplements of the foregoing;



“Termination Fee” means the amount equal to





	 	(i)	 	$250,000; plus
	 
	 	(ii)	 	the amount to be reimbursed to the applicable Party for its documented
third party transaction costs (including legal (on a solicitor and his own client
basis)and accounting fees), with such third party transaction costs not to exceed
$500,000;




“TSX” means the Toronto Stock Exchange;



“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended; and



“U.S. Securities Laws” means the federal and state securities legislation of the United States
including the U.S. Exchange Act and the United States Securities Act of 1933, as amended, and all
rules, regulations and orders promulgated thereunder, as amended from time to time.







10









 








1.2 Interpretation Not Affected by Headings, etc.



The division of this Agreement into articles, sections and subsections is for convenience of
reference only and does not affect the construction or interpretation of this Agreement. The terms
“this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this
Agreement (including the schedules attached hereto) and not to any particular article, section or
other portion hereof and include any agreement or instrument supplementary or ancillary hereto.




1.3 Number, etc.



Words importing the singular number include the plural and vice versa, words importing the use of
any gender include all genders, and words importing persons include firms and corporations and vice
versa.




1.4 Date for Any Action



If any date on which any action is required to be taken hereunder by any of the Parties is not a
Business Day and a business day in the place where an action is required to be taken, such action
is required to be taken on the next succeeding day which is a Business Day and a business day, as
applicable, in such place.




1.5 Entire Agreement



This Agreement together with the agreements and documents herein and therein referred to,
constitute the entire agreement among the Parties pertaining to the subject matter hereof and
supersede all prior agreements, understandings, negotiations and discussions, whether oral or
written, among the Parties with respect to the subject matter hereof.




1.6 Currency



All sums of money that are referred to in this Agreement are expressed in lawful money of Canada
unless otherwise noted.




1.7 Accounting Matters



Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings
attributable thereto under Canadian generally accepted accounting principles (“GAAP”) and all
determinations of an accounting nature are required to be made shall be made in a manner consistent
with GAAP.




1.8 Disclosure in Writing



Reference to disclosure in writing herein shall, in the case of disclosure to Gamehost, include
written disclosure made to Gamehost’s representatives, or in the case of disclosure to Onco US,
include written disclosure made to Onco US’s representatives.




1.9 Interpretation Not Affected by Party Drafting



The Parties hereto acknowledge that their respective legal counsel have reviewed and participated
in settling the terms of this Agreement, and the Parties agree that any rule of construction to the
effect that any ambiguity is to be resolved against the drafting party will not be applicable in
the interpretation of this Agreement.







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1.10 Trust Power and Authority



In this Agreement references to the power and authority of Gamehost are deemed to be references to
that of the Gamehost Board of Trustees, or its duly authorized delegates or agents, pursuant to the
power and capacity of trustees generally under the Laws of the Province of Alberta and pursuant to
the powers of the trustees specified in Gamehost Trust Indenture.




1.11 Exhibits



The following exhibits attached hereto are incorporated into and from an integral part of this
Agreement:



A – Form of Plan of Arrangement

B – Form of Indemnity Agreement

C – Required Approvals

D – Form of Gamehost Resolution

E – Form of Divestiture Agreement

F – Pre-Arrangement Transactions




ARTICLE 2

THE ARRANGEMENT





	2.1	 	Plan of Arrangement






	(a)	 	Gamehost and Onco US will jointly file, proceed with and diligently prosecute an application
for an Interim Order providing for, among other things, the calling and holding of the
Gamehost Meeting for the purpose of considering and, if deemed advisable, approving the
Gamehost Resolution.
	 
	(b)	 	Provided all necessary approvals for the Gamehost Resolution are obtained from the Gamehost
Security Holders, and the other conditions herein are satisfied or waived as the case may be,
each of Gamehost and Onco US will submit the Arrangement to the Court and jointly apply for
the Final Order.
	 
	(c)	 	Upon issuance of the Final Order and subject to the conditions precedent in Article 5, each
of Gamehost and Onco US will execute and deliver such closing documents and instruments and
forthwith proceed at the Closing Time to file the Articles of Arrangement, the Final Order and
such other documents as may be required to give effect to the Arrangement with the Registrar
pursuant to Subsection 193(10) of the ABCA.





2.2 Interim Order



The Interim Order shall provide that:





	 	(i)	 	the securities of Gamehost and its Subsidiaries for which holders shall
be entitled to vote on the Gamehost Resolution at the Gamehost Meeting shall be the
Gamehost Units and the Gamehost Subsidiary LP Exchangeable Units;
	 
	 	(ii)	 	each Gamehost Security Holder shall be entitled to:






	 	(A)	 	one vote for each Gamehost Unit held by such holder; and




12









 












	 	(B)	 	one vote for each Gamehost Subsidiary LP Exchangeable Unit held
by such holder;






	 	(iii)	 	the requisite majority for the approval of the Gamehost Resolution
shall be two-thirds of the votes cast by Gamehost Security Holders present in
person or represented by proxy at the Gamehost Meeting; and
	 
	 	(iv)	 	if the Court provides Gamehost Security Holders with a right of
dissent, such rights shall be provided on terms similar to those found in
Section 191 of the ABCA provided that such rights must be exercised not less than
48 hours prior to the Gamehost Meeting.





2.3 Information Circulars and Meetings



As promptly as practical following the execution of this Agreement and in compliance with the
Interim Order and Applicable Laws, Gamehost shall:





	 	(i)	 	prepare the Gamehost Information Circular and cause such circular to be
mailed to the Gamehost Security Holders and filed with applicable regulatory
authorities and other governmental authorities in all jurisdictions where the same
are required to be mailed and filed; and
	 
	 	(ii)	 	convene the Gamehost Meeting.





2.4 Effective Date



The Arrangement shall become effective at the Effective Time on the Effective Date. The Parties
shall use their reasonable best efforts to cause the Effective Date to occur on or about April 23,
2010 or as soon thereafter prior to or by the Deadline as is reasonably practical.




ARTICLE 3

COVENANTS




3.1 Covenants of Gamehost



Gamehost hereby covenants that, from the date hereof until the earlier of the Effective Date and
the date of the termination of this Agreement, except with the prior written consent of Onco US
(such consent not to be unreasonably withheld or delayed), and except with respect to the Gamehost
Proposed Transactions or as otherwise expressly permitted or specifically contemplated by this
Agreement (including the Plan of Arrangement) or required by Applicable Laws:





	(a)	 	Gamehost will not take any action that could reasonably be expected to preclude, delay or
have an adverse effect on the Arrangement or would render, or may reasonably be expected to
render, any representation or warranty made by it in this Agreement untrue in any material
respect;
	 
	(b)	 	Gamehost will promptly disclose in writing to Onco US any material change (actual,
anticipated, contemplated or, to the knowledge of Gamehost threatened, financial or otherwise)
in its business, operations, affairs, assets, capitalization, financial condition, prospects,
licenses, permits, rights, privileges or liabilities, whether contractual or otherwise which
may reasonably be expected to preclude, delay or have an adverse effect on the Arrangement, or
of any change in any representation or warranty provided by Gamehost in this Agreement which
change is or may be of such a nature to render any representation or warranty misleading or
untrue in any material




13









 












	 	 	respect and Gamehost shall in good faith discuss with Onco Alberta any change in
circumstances (actual, anticipated, contemplated, or to the knowledge of Gamehost,
threatened) which is of such a nature that there may be a reasonable question as to whether
disclosure in writing need to be given to Onco US pursuant to this provision;
	 
	(c)	 	Gamehost will ensure that it has available funds under its lines of credit or other bank
facilities to permit the payment of the maximum amount which may be required by Section 7.3
having regard to its other liabilities and obligations, and shall take all such actions as may
be necessary to ensure that it maintains such availability to ensure that it is able to pay
such amount if required;
	 
	(d)	 	Gamehost will not:






	 	(i)	 	amend the Gamehost Indenture;
	 
	 	(ii)	 	split, combine or reclassify any of the Gamehost Units;
	 
	 	(iii)	 	adopt a plan of liquidation or resolutions providing for the
liquidation, dissolution, merger, consolidation or reorganization of Gamehost;
	 
	 	(iv)	 	reorganize, amalgamate, merge or otherwise combine Gamehost with any
other Person;
	 
	 	(v)	 	enter into an arrangement or other transaction with any other Person
under which the Gamehost Units are exchanged for securities of any other Person; or
	 
	 	(vi)	 	enter into or modify any contract, agreement, commitment or arrangement
to do any of the foregoing;






	 	 	with Gamehost acknowledging that Onco US will only provide its written consent if
appropriate adjustments are made, if necessary, to the number of Gamehost Units to be
received by New Onco under the Arrangement;
	 
	(e)	 	Gamehost will not declare, set aside or pay any distribution or payment (whether in cash,
 shares or property) in respect of the outstanding Gamehost Units other than distributions that
are declared and paid in the ordinary course of business consistent with past practice;
	 
	(f)	 	Gamehost will use its reasonable commercial efforts to satisfy or cause satisfaction of the
conditions set forth in Sections 5.1, 5.2 and 5.3 as soon as reasonably possible following
execution of this Agreement to the extent that the satisfaction of the same is within the
control of Gamehost;
	 
	(g)	 	Gamehost will provide notice to Onco US of the Gamehost Meeting and allow Onco US’s
representatives to attend such meeting;
	 
	(h)	 	subject to compliance by Onco US with Section 3.2(m), as modified by any exemptive relief
granted by securities regulatory authorities, Gamehost will ensure that the Gamehost
Information Circular provides Gamehost Security Holders with information required by
Applicable Law, and will set out the Onco Information in the Gamehost Information Circular in
the form approved by Onco US and shall include or incorporate by reference, without
limitation, the unanimous determination of the Gamehost Board of Trustees that the Arrangement
is fair to the Gamehost Security Holders and is in the best interests of Gamehost and the
Gamehost Security Holders, and include the unanimous recommendation of the Gamehost Board of
Trustees that the Gamehost




14









 












	 	 	Security Holders vote in favour of the Gamehost Resolution; provided that, for greater
certainty, the Gamehost Board of Trustees shall only be entitled to withdraw, modify or
change the recommendation regarding the Arrangement in response to an Alternative Proposal
where Gamehost has complied with the provisions of Section 3.4 and 7.3;
	 
	(i)	 	except for proxies and other non-substantive communications with security holders, Gamehost
will furnish promptly to Onco US or Onco US’s counsel, a copy of each notice, report, schedule
or other document delivered, filed or received by Gamehost in connection with:






	 	(i)	 	the Arrangement;
	 
	 	(ii)	 	the Gamehost Meeting;
	 
	 	(iii)	 	any filings under Applicable Laws in connection with the transactions
contemplated hereby; and
	 
	 	(iv)	 	any dealings with Governmental Entities in connection with the
transactions contemplated hereby;






	(j)	 	Gamehost will solicit proxies to be voted at the Gamehost Meeting in favour of matters to be
considered at the Gamehost Meeting, including the Gamehost Resolution;
	 
	(k)	 	Gamehost will conduct the Gamehost Meeting in accordance with the Gamehost Trust Indenture
and any instrument governing the Gamehost Meeting (including, without limitation, the Interim
Order) as applicable, and as otherwise required by Applicable Laws;
	 
	(l)	 	Gamehost will make all necessary filings and applications under Applicable Laws required to
be made on the part of Gamehost in connection with the transactions contemplated herein and
shall take all reasonable action necessary to be in compliance with such Applicable Laws;
	 
	(m)	 	Gamehost will promptly advise Onco US of the number of Gamehost Units for which Gamehost
receives notices of dissent or written objections to the Arrangement and provide Onco US with
copies of such notices and written objections; and
	 
	(n)	 	Gamehost shall use its commercially reasonable efforts to apply for and obtain from the
applicable Canadian securities regulatory authorities an exemption from the requirement to
include in the Gamehost Information Circular financial statements for Onco BC, Onco Alberta or
any other applicable Onco US Subsidiary as prescribed by Item 14 of Form 51-102F5 to National
Instrument 51-102 — Continuous Disclosure Obligations.





3.2 Covenants of Onco US



Onco US hereby covenants that, from the date hereof until the earlier of the Effective Date and the
date of the termination of this Agreement, except with the prior written consent of Gamehost (such
consent not to be unreasonably withheld or delayed), and except with respect to the Pre-Arrangement
Transactions or as otherwise expressly permitted or specifically contemplated by this Agreement
(including the Plan of Arrangement) or as required by Applicable Laws:





	(a)	 	each of Onco BC and Onco Alberta will not:






	 	(i)	 	amend its constating documents;




15









 












	 	(ii)	 	split, combine or reclassify any of its common shares;
	 
	 	(iii)	 	adopt a plan of liquidation or resolutions providing for its
liquidation, dissolution, merger, consolidation or reorganization;
	 
	 	(iv)	 	reorganize, amalgamate, merge or otherwise combine with any other
Person; or
	 
	 	(v)	 	enter into or modify any contract, agreement, commitment or arrangement
to do any of the foregoing;






	(b)	 	each of Onco BC and Onco Alberta will not:






	 	(i)	 	declare, set aside or pay any dividend or other distribution or payment
(whether in cash, shares or property) in respect of its outstanding securities;
	 
	 	(ii)	 	issue, grant, sell or pledge any of its securities, including, without
limitation, securities convertible into or exchangeable or exercisable for, or
otherwise evidencing a right to acquire, any of its shares;
	 
	 	(iii)	 	redeem, purchase or otherwise acquire any of its outstanding
securities; or
	 
	 	(iv)	 	enter into or modify any contract, agreement, commitment or arrangement
to do any of the foregoing;






	 	 	except, in each case, to the extent that such action or matter would not preclude, delay or
have an adverse effect on, the Arrangement (including the benefit thereof to Gamehost);






	(c)	 	each of Onco BC and Onco Alberta will not:






	 	(i)	 	acquire (by consolidation or acquisition of shares or assets) any
corporation, trust, partnership or other business organization or division thereof,
or make any investment therein either by purchase of shares or securities,
contributions of capital or property transfer;
	 
	 	(ii)	 	incur any indebtedness for borrowed money that is not repaid prior to
the Effective Time or incur any other material liability or obligation;
	 
	 	(iii)	 	issue any debt securities or assume, guarantee, endorse or otherwise
become responsible for, the obligations of any other individual or entity;
	 
	 	(iv)	 	enter into any hedges, swaps or other financial instruments or like
transactions;
	 
	 	(v)	 	enter into any material contract; or
	 
	 	(vi)	 	authorize or propose any of the foregoing, or enter into or modify any
contract, agreement, commitment or arrangement to do any of the foregoing;
	 
	 	except:
	 
	 	(vii)	 	in the ordinary course of business consistent with past practice in
respect of matters for which the approval of its board of directors is not
required;




16









 












	 	(viii)	 	with the consent of Gamehost, not to be unreasonably withheld; or
	 
	 	(ix)	 	if in connection with any such action or matter it obtains contractual
covenants by the counterparty or counterparties which allow it to assign any and
all rights and obligations it acquires or assumes as a result of such transaction
to New Onco without consent of the counterparty or counterparties and which
provides that there is no further recourse to it in respect of any such obligations
after such assignment (and such rights and obligations are assigned to Onco Alberta
Subco at the Effective Time under the Divestiture Agreement);






	 	 	provided that in each case with respect to subsections (vii), (viii) and (ix) above, such
action or matter would not preclude, delay or have an adverse effect on, the Arrangement
(including the benefit thereof to Gamehost);
	 
	(d)	 	each of Onco BC and Onco Alberta, and each of their Subsidiaries, will not take any action
that could reasonably be expected to preclude, delay or have an adverse effect on the
Arrangement (including the benefit thereof to Gamehost) or would render, or may reasonably be
expected to render, any representation or warranty made by it in this Agreement untrue in any
material respect;
	 
	(e)	 	Onco US will promptly disclose in writing to Gamehost any Material Adverse Change, or of any
change in any representation or warranty provided by Onco US in this Agreement which change is
or may be of such a nature to render any representation or warranty misleading or untrue in
any material respect and Onco US shall in good faith discuss with Gamehost any change in
circumstances (actual, anticipated, contemplated, or to the knowledge of Onco US, threatened)
which is of such a nature that there may be a reasonable question as to whether disclosure in
writing need to be given to Gamehost pursuant to this provision;
	 
	(f)	 	Onco US will ensure that it has available funds under its lines of credit or other bank
facilities to permit the payment of the maximum amount which may be required by Section 7.3
having regard to its other liabilities and obligations, and shall take all such actions as may
be necessary to ensure that it maintains such availability to ensure that it is able to pay
such amount if required;
	 
	(g)	 	Onco US will use its reasonable commercial efforts to satisfy or cause satisfaction of the
conditions set forth in Sections 5.1, 5.2 and 5.3 as soon as reasonably possible following
execution of this Agreement to the extent that the satisfaction of the same is within the
control of Onco US or any of its Subsidiaries;
	 
	(h)	 	Onco US and its Subsidiaries, as applicable, will complete the Pre-Arrangement Transactions
prior to the Effective Time;
	 
	(i)	 	prior to the date on which Gamehost and Onco US shall seek the Final Order as contemplated by
Section 2.1(c) of this Agreement, Onco BC shall be continued under the Laws of the Province of
Alberta such that it is a corporation governed by the ABCA and is not an unlimited liability
corporation under the ABCA;
	 
	(j)	 	prior to the date on which Gamehost and Onco US shall seek the Final Order as contemplated by
Section 2.1(c) of this Agreement, Onco Alberta shall be continued under the Laws of the
Province of Alberta such that it is a corporation governed by the ABCA;
	 
	(k)	 	prior to the date on which Gamehost and Onco US shall seek the Interim Order as contemplated
by Section 2.1(a) of this Agreement, Onco US shall file, proceed with and diligently prosecute
an




17









 












	 	 	application for the Initial Court Order (with notice of the application for the Initial
Court Order provided to the parties agreed to by Gamehost and Onco US prior to the entering
into of this Agreement at the times agreed to by Gamehost and Onco US or as otherwise
directed by the Court);
	 
	(l)	 	in seeking any consents to complete the transactions contemplated by the Divestiture
Agreement, Onco US and its Subsidiaries, as applicable, will use its reasonable commercial
efforts to obtain a release from such counterparties of any of Onco BC’s and Onco Alberta’s
obligations and liabilities which are to be assigned to or assumed by Onco Alberta Subco from
such counterparties at the Effective Time under the Divestiture Agreement, such release to be
effective at the Effective Time.
	 
	(m)	 	Onco US will assist Gamehost in the preparation of the Gamehost Information Circular and
provide to Gamehost, in a timely and expeditious manner, all Onco Information for inclusion in
the Gamehost Information Circular and any amendments or supplements thereto, in each case
complying in all material respects with all applicable legal requirements on the date of issue
thereof and, in particular, to enable Gamehost to meet the standard in Item 14 of Form
51-102F5 to National Instrument 51-102 — Continuous Disclosure Obligations, including without
limitation, unless Gamehost obtains an exemption from the applicable securities regulatory
authorities of such requirements, required financial statements and any associated audit
reports, review engagement reports and auditor consents;
	 
	(n)	 	Onco US and its Subsidiaries will furnish promptly to Gamehost or Gamehost’s counsel, a copy
of each notice, report, schedule or other document delivered, filed or received by them in
connection with:






	 	(i)	 	the Arrangement;
	 
	 	(ii)	 	any filings under Applicable Laws in connection with the transactions
contemplated hereby; and
	 
	 	(iii)	 	any dealings with Governmental Entities in connection with the
transactions contemplated hereby;






	(o)	 	Onco US and each of its Subsidiaries will make all necessary filings and applications under
Applicable Laws, required to be made on its part in connection with the transactions
contemplated herein and shall take all reasonable action necessary to be in compliance with
such Applicable Laws;
	 
	(p)	 	Onco US and each of its Subsidiaries will, within three Business Days of it receiving from a
taxing authority any audit inquiry, assessment, reassessment, confirmation or variation of an
assessment, indication that a tax assessment or reassessment is being considered or is
pending, request for filing of a waiver or extension of time or any other notice in writing
related to taxes, interest penalties, income, losses, or tax pools (an “Assessment”), insofar
as such Assessment may have an impact on the Tax Pools or otherwise affect Onco BC and/or Onco
Alberta, deliver to Gamehost a copy thereof together with a statement setting out, to the
extent then determinable, an estimate of the obligations, if any, of Onco BC and/or Onco
Alberta on the assumption that the Assessment is valid; and
	 
	(q)	 	Onco US and its Subsidiaries will not exercise any dissent rights under the ABCA with respect
to the Arrangement and the transactions contemplated thereby.




18









 











3.3 Mutual Covenants Regarding the Arrangement



From the date hereof until the Effective Date, each of the Parties hereto will use its reasonable
commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its
obligations hereunder and to take, or cause to be taken, all other action and to do, or cause to be
done, all other things necessary, proper or advisable under Applicable Laws to complete the
Arrangement, including using reasonable commercial efforts:





	(a)	 	to obtain all necessary waivers, consents and approvals required to be obtained by it from
other parties to loan agreements, leases and other contracts;
	 
	(b)	 	to obtain all necessary consents, assignments, waivers and amendments to or terminations of
any instruments and take such measures as may be appropriate to fulfill its obligations
hereunder and to carry out the transactions contemplated hereby;
	 
	(c)	 	to prepare and deliver all documents and take all actions required to implement the
Arrangement at the Effective Time including, the transfer by Onco BC and Onco Alberta of all
of their assets and liabilities to Onco Alberta Subco (except the shares of Onco Alberta owned
by Onco BC) at the Effective Time under the Divestiture Agreement;
	 
	(d)	 	to effect all necessary registrations and filings and submissions of information requested by
Governmental Entities required to be effected by it in connection with the Arrangement, and
each of the Parties hereto will use its reasonable commercial efforts to cooperate with the
other in connection with the performance by the other of their obligations under this
Section 3.3 including, without limitation, continuing to provide reasonable access to
information and to maintain ongoing communications as between representatives of Gamehost and
Onco US;
	 
	(e)	 	[intentionally deleted.]
	 
	(f)	 	reasonably cooperate and consult with the Other Party and its tax advisors on the preparation
of the information for the Tax Return of Onco BC and Onco Alberta for the year ended
December 31, 2009 (including, in respect of Onco BC and Onco Alberta, providing the Other
Party with access to the Onco Books and Records);
	 
	(g)	 	use their reasonable commercial efforts to cause the mailing of the Gamehost Information
Circular to the Gamehost Security Holders to occur as soon as reasonably practicable
following the date hereof and in any event by March 31, 2010 (the “Mailing Deadline”); and
	 
	(h)	 	to obtain and maintain the Onco Required Approvals and the Gamehost Required Approvals which
must be obtained from Governmental Entities, including making as promptly as practicable all
filings and submissions that are required or are otherwise advisable in order to obtain such
approvals and will reasonably cooperate with each other in the preparation of such filings and
submissions and the provision of any supplemental information that may be requested or
required by Governmental Entities including:






	 	(i)	 	providing each other with drafts of documentation for review and
reasonable comment prior to submission with Governmental Entities; and
	 
	 	(ii)	 	keeping each other informed as to developments regarding the obtaining
of such regulatory approvals.




19









 











3.4 Mutual Covenants Regarding Non-Solicitation





	(a)	 	Each Party shall immediately cease and cause to be terminated all existing discussions and
negotiations (including, without limitation, through any advisors or other parties on its
behalf), if any, with any parties conducted before the date of this Agreement with respect to
any Acquisition Proposal and shall immediately request the return or destruction of all
information provided to any third parties who have entered into a confidentiality agreement
with such Party relating to an Acquisition Proposal and shall use all reasonable commercial
efforts to ensure that such requests are honoured.
	 
	(b)	 	Neither Party shall, directly or indirectly, do or authorize or permit any of its officers,
directors or employees or any financial advisor, expert or other representative retained by it
to do, any of the following:






	 	(i)	 	solicit, facilitate, initiate or encourage any Acquisition Proposal;
	 
	 	(ii)	 	enter into or participate in any discussions or negotiations regarding
an Acquisition Proposal, or furnish to any other Person any information with
respect to its business, properties, operations, prospects or conditions (financial
or otherwise) in connection with an Acquisition Proposal or otherwise cooperate in
any way with, or assist or participate in, facilitate or encourage, any effort or
attempt of any other Person to do or seek to do any of the foregoing;
	 
	 	(iii)	 	waive, or otherwise forbear in the enforcement of, or enter into or
participate in any discussions, negotiations or agreements to waive or otherwise
forbear in respect of, any rights or other benefits under confidential information
agreements executed in connection with an Acquisition Proposal, including, without
limitation, any “standstill provisions” thereunder; or
	 
	 	(iv)	 	accept, recommend, approve or enter into an agreement to implement an
Acquisition Proposal;






	 	 	provided, however, that notwithstanding any other provision of this Agreement, each Party
and its officers, directors and advisers may:






	 	(v)	 	enter into or participate in any discussions or negotiations with a
third party who (without any solicitation, initiation or encouragement, directly or
indirectly, after the date of this Agreement, by such Party or any of its officers,
directors or employees or any financial advisor, expert or other representative
retained by it, whether or not such solicitation, initiation or encouragement was
in relation to an Acquisition Proposal or a transaction that would constitute an
Acquisition Proposal but for the fact that such transaction does not preclude,
delay or have an adverse effect on, the Arrangement) has made a written bona fide
Material Acquisition Proposal which the Onco Alberta Board of Directors, the Onco
BC Board or the Gamehost Board of Trustees, as the case may be, determines in good
faith that the funds or other consideration necessary for the Material Acquisition
Proposal are likely to be available (an “Alternative Proposal”) and, subject to
execution of a confidentiality agreement with a standstill covenant that prevents
such third party from making an Acquisition Proposal without the written consent of
the Onco Alberta Board of Directors, the Onco BC Board or the Gamehost Board of
Trustees, as the case may be, (provided that such confidentiality agreement shall
provide for disclosure thereof (along with all information provided thereunder) to
the Other Party as set out below),





20









 











	 	 	may furnish to such third party information concerning such Party and its business,
properties and assets if:






	 	(A)	 	the Onco Alberta Board of Directors, the Onco BC Board or the
Gamehost Board of Trustees, as the case may be, has received the advice of
outside counsel that it is necessary to do so in order to properly discharge
its fiduciary duties under Applicable Laws or the constating documents of such
Party; and
	 
	 	(B)	 	prior to furnishing such information to or entering into or
participating in any such discussions or negotiations with such third party,
such Party provides prompt notice to the Other Party to the effect that it is
furnishing information to or entering into or participating in discussions or
negotiations with such third party together with a copy of the confidentiality
agreement referenced above and if not previously provided to the Other Party,
copies of all information provided to such third party that is relevant to the
Arrangement concurrently with the provision of such information to such third
party, and provided further that such Party shall notify the Other Party orally
of, and disclose in writing, any inquiries, offers or proposals with respect to
an Alternative Proposal (which written disclosure shall include, without
limitation, a copy of any such proposal (and any amendments or supplements
thereto), the identity of the third party making it, if not previously provided
to the Other Party, copies of all information provided to such third party and
all other information reasonably requested by the Other Party), within 24 hours
of the receipt thereof, shall keep the Other Party informed of the status and
details of any such inquiry, offer or proposal and answer the Other Party’s
questions with respect thereto; or






	 	(vi)	 	accept, recommend, approve or enter into an agreement to implement an
Alternative Proposal, if the Onco Alberta Board of Directors, the Onco BC Board or
the Gamehost Board of Trustees, as the case may be, determines the Alternative
Proposal to be in the best interests of its security holders, as the case may be,
and such Party complies with its obligations set forth in Section 3.4(c) and Onco
US or Gamehost, as the case may be, terminates this Agreement in accordance with
Section 7.1(b)(iv) and concurrently therewith pays the amount required by
Section 7.3 to the Other Party.






	(c)	 	Each Party in receipt of an Alternative Proposal (a “Receiving Party”) shall give the Other
Party (the “Responding Party”), orally and disclose in writing, at least three Business Days
advance notice of any decision by the Onco Alberta Board of Directors, the Onco BC Board or
the Gamehost Board of Trustees, as the case may be, to accept, recommend, approve or enter
into an agreement to implement an Alternative Proposal, which notice shall confirm that the
Onco Alberta Board of Directors, the Onco BC Board or the Gamehost Board of Trustees, as the
case may be, of the Receiving Party has determined that such Acquisition Proposal constitutes
an Alternative Proposal, shall identify the third party making the Alternative Proposal and
shall provide a true and complete copy thereof and any amendments thereto. During such three
Business Day period, the Receiving Party agrees not to accept, recommend, approve or enter
into any agreement to implement such Alternative Proposal and not to release the third party
making the Alternative Proposal from any standstill provisions and shall not withdraw,
redefine, modify or change its recommendation in respect of the Arrangement.
	 
	(d)	 	Each Party agrees that all information that may be provided to it by the Other Party with
respect to any Alternative Proposal pursuant to this Section 3.4 shall be confidential and
shall not be disclosed or used except in order to enforce its rights under this Agreement in
legal proceedings.




21









 












	(e)	 	Each Party shall ensure that its and its Subsidiaries officers, directors and employees and
any investment bankers or other advisers or representatives retained by it or its Subsidiaries
are aware of the provisions of this Section 3.4. Gamehost shall be responsible for any breach
of this Section 3.4 by its or its Subsidiaries officers, directors, trustees, employees,
investment bankers, advisers or representatives, and Onco US shall be responsible for any
breach of this Section 3.4 by its or its Subsidiaries officers, directors, employees,
investment bankers, advisers or representatives.





ARTICLE 4

REPRESENTATIONS AND WARRANTIES




4.1 Representations and Warranties of Gamehost



Gamehost hereby makes the representations and warranties set forth in this Section 4.1 to and in
favour of Onco US and acknowledges that Onco US is relying upon such representations and warranties
in connection with the matters contemplated by this Agreement.





	(a)	 	Organization and Qualification. Gamehost is a trust duly created and validly existing
under the Laws of the Province of Alberta and has the requisite trust power and authority to
own its assets and to conduct its affairs as now conducted.
	 
	(b)	 	Authority Relative to this Agreement.






	 	(i)	 	Gamehost has the requisite trust power and authority to execute this
Agreement and to carry out its obligations hereunder.
	 
	 	(ii)	 	The execution and delivery of this Agreement has been duly authorized
by the Gamehost Board of Trustees and no other proceedings on the part of Gamehost
are necessary to authorize this Agreement.
	 
	 	(iii)	 	This Agreement has been duly executed and delivered by Gamehost and
constitutes a legal, valid and binding obligation of Gamehost enforceable against
it in accordance with its terms, subject to the qualification that such
enforceability may be limited by bankruptcy, insolvency, reorganization or other
Laws of general application relating to or affecting rights of creditors and that
equitable remedies, including specific performance, are discretionary and may not
be ordered.






	(c)	 	No Violations. Except as contemplated by this Agreement, other than in connection
with or in compliance with the provisions of Applicable Laws or which are required to be filed
post Arrangement:






	 	(i)	 	there is no legal impediment to Gamehost’s consummation of the
Arrangement; and
	 
	 	(ii)	 	no filing or registration with, or authorization, consent or approval
of, any domestic or foreign public body or authority is required of Gamehost in
connection with the consummation of the Arrangement, except for such filings or
registrations which, if not made, or for such authorizations, consents or approvals
which, if not received, would not have an adverse effect on the ability of Gamehost
to consummate the Arrangement.






	(d)	 	Board Approval. The Gamehost Board of Trustees has unanimously approved the
Arrangement and approved this Agreement, has unanimously determined that the Arrangement and
this




22









 












	 	 	Agreement are in the best interests of Gamehost and the Gamehost Security Holders and has
unanimously determined that the Arrangement is fair to Gamehost Security Holders and has
resolved to unanimously recommend approval of the Gamehost Resolution by the Gamehost
Security Holders.
	 
	(e)	 	Litigation. There are no actions, suits or proceedings in existence or pending or, to
the knowledge of Gamehost, threatened or for which there is a reasonable basis, affecting or
that would affect Gamehost at law or in equity or before or by any court or Governmental
Entity which action, suit or proceeding involves a possibility of any judgment against or
liability of Gamehost which, if successful would have a Material Adverse Effect on Gamehost or
which may reasonably be expected to preclude, delay or have an adverse effect on the
Arrangement or on the ability of Gamehost to consummate the Arrangement.
	 
	(f)	 	Capitalization. As of the date hereof, there are 11,773,153 Gamehost Units (as such
term is defined in the Plan of Arrangement) issued and outstanding in the capital of Gamehost
and there are no options, warrants or other rights, agreements or commitments of any character
whatsoever requiring the issuance, sale or transfer by Gamehost of any securities of Gamehost
or any securities convertible into, or exchangeable or exercisable for, or otherwise
evidencing a right to acquire, any securities of Gamehost, other than the 9,334,400 Gamehost
Subsidiary LP Exchangeable Units which are exchangeable, at any time at the option of the
holders thereof for no additional consideration, for Gamehost Units on a one for one basis.
All outstanding Gamehost Units have been duly authorized and validly issued, are fully paid
and non-assessable and are not subject to, nor were they issued in violation of, any
pre-emptive rights.
	 
	(g)	 	Status of Gamehost Inc. New Common Shares. The Gamehost Inc. New Common Shares (as
such term is defined in the Plan of Arrangement) which will be owned by New Onco (as such term
is defined in the Plan of Arrangement) on the Effective Date immediately following the
completion of the Arrangement will, on such date, be freely transferable shares with no
restrictions on trading or hold periods under applicable Canadian Securities Laws.
	 
	(h)	 	Reporting Issuer Status and Canadian Securities Laws Matters. Gamehost is, and
Gamehost Inc. (created in accordance with Section 2.2(h) of the Plan of Arrangement) will be,
a “reporting issuer” and not on the list of reporting issuers in default under applicable
Canadian Securities Laws in British Columbia, Alberta and Ontario. No delisting, suspension of
trading in or cease trading order with respect to any securities of Gamehost and, to the
knowledge of Gamehost, no inquiry or investigation (formal or informal) of any Governmental
Entity, is in effect or ongoing or, to the knowledge of Gamehost, expected to be implemented
or undertaken.
	 
	(i)	 	Public Filings. Gamehost has filed in the Gamehost Public Record all documents
required to be filed by it in accordance with applicable Canadian Securities Laws. All such
documents and information comprising the Gamehost Public Record, as of their respective dates
(and the dates of any amendments thereto), (i) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were made, not
misleading, and (ii) complied in all material respects with the requirements of applicable
Canadian Securities Laws, and any amendments to the Gamehost Public Record required to be made
have been filed as required. Gamehost has not filed any confidential material change report
with any securities authorities that at the  date of this Agreement remains
confidential.
	 
	(j)	 	Funds Available. The aggregate cash to be loaned by Gamehost to Onco US or one of its
Subsidiaries pursuant to the Arrangement is available to Gamehost and will be available at the




23









 












	 	 	Effective Time so that Gamehost will be able to make such loan in accordance with the terms
of the Plan of Arrangement.
	 
	(k)	 	Financial Statements. As of their respective dates, the Gamehost Financial Statements
did not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading and complied in all material respects
with all Applicable Laws. The Gamehost Financial Statements were prepared in accordance with
GAAP (except (x) as otherwise indicated in such financial statements and the notes thereto or,
in the case of audited statements, in the related report of Gamehost’s independent auditors or
(y) in the case of unaudited interim statements, to the extent they may not include footnotes,
are subject to normal year end adjustments or may be condensed or summary statements), and
present fairly in all material respects in accordance with GAAP the consolidated financial
position, results of operations and changes in financial position of Gamehost on a
consolidated basis as of the dates thereof and for the periods indicated therein (subject, in
the case of any unaudited interim financial statements, to normal year-end audit adjustments)
and reflect appropriate and adequate reserves in all material respects in respect of
contingent liabilities, if any, of Gamehost on a consolidated basis.
	 
	(l)	 	No Material Adverse Change. Since September 30, 2009, other than as disclosed in the
Gamehost Public Record, there has not been any Material Adverse Change in respect of Gamehost.
	 
	(m)	 	Disclosure. To the knowledge of Gamehost, Gamehost has not withheld from Onco US any
material information that would reasonably be expected to disclose that Gamehost is unable to
complete all or any material part of the transactions contemplated as part of the Arrangement.
No representation or warranty of Gamehost contained herein contains or will contain any untrue
statement of a material fact or omits to state a material fact which is necessary in order to
make the statements herein not misleading.





4.2 Representations and Warranties of Onco US



Onco US hereby makes the representations and warranties set forth in this Section 4.2 to and in
favour of Gamehost and acknowledges that Gamehost is relying upon such representations and
warranties in connection with the matters contemplated by this Agreement.





	(a)	 	Organization and Qualification.






	 	(i)	 	Each of Onco US, Onco Alberta and Onco BC are, and each of Onco Alberta
Subco and New Onco will be, corporations duly incorporated or amalgamated and
validly existing under the Laws of their respective jurisdictions of incorporation,
amalgamation or continuance;
	 
	 	(ii)	 	Each of Onco US, Onco Alberta and Onco BC has, and each of Onco Alberta
Subco and New Onco will have, the requisite corporate power and authority to own
their assets as now owned, or to be owned, and to carry on their business as now
conducted, or as to be conducted.
	 
	 	(iii)	 	Copies of the constating documents of Onco Alberta and Onco BC and any
material contracts of either them provided to Gamehost, together with all
amendments to date, are accurate and complete as of the date hereof and have not
been amended or superseded.






24











 






	(b)	 	Authority Relative to this Agreement.






	 	(i)	 	Each of Onco US, Onco Alberta and Onco BC has the requisite corporate
power and authority to execute this Agreement and/or any agreements contemplated
hereby, as applicable, and to carry out its obligations hereunder and thereunder,
as applicable.
	 
	 	(ii)	 	The execution and delivery of this Agreement has been duly authorized
by each of the Onco US Board of Directors, the Onco Alberta Board of Directors and
the Onco BC Board of Directors and no other proceedings on the part of any of Onco
US, Onco Alberta or Onco BC are necessary to authorize this Agreement.
	 
	 	(iii)	 	This Agreement has been duly executed and delivered by each of Onco
US, Onco Alberta and Onco BC and constitutes a legal, valid and binding obligation
of each of them enforceable against each of them in accordance with its terms,
subject to the qualification that such enforceability may be limited by bankruptcy,
insolvency, reorganization or other Laws of general application relating to or
affecting rights of creditors and that equitable remedies, including specific
performance, are discretionary and may not be ordered.






	(c)	 	No Violations. Except as contemplated by this Agreement, other than in connection
with or in compliance with the provisions of Applicable Laws or which are required to be filed
post Arrangement:






	(i)	 	there is no legal impediment to any of Onco US’s, Onco Alberta’s or
Onco BC’s consummation of the Arrangement; and
	 
	(ii)	 	no filing or registration with, or authorization, consent or approval
of, any domestic or foreign public body or authority is required of any of Onco US,
Onco Alberta or Onco BC in connection with the consummation of the Arrangement,
except for such filings or registrations which, if not made, or for such
authorizations, consents or approvals which, if not received, would not have an
adverse effect on the ability of Onco US, Onco Alberta or Onco BC to consummate the
Arrangement.






	(d)	 	Board Approval. The Onco Alberta Board of Directors and the Onco BC Board of
Directors have each unanimously approved the Arrangement and approved this Agreement. The
Onco US Board of Directors has unanimously approved the delegation of authority with respect
to the subject matter of this Agreement to the officers of Onco US, including without
limitation the approval of the Arrangement and this Agreement.
	 
	(e)	 	Litigation. There are no actions, suits or proceedings in existence or pending or, to
the knowledge of Onco US, threatened or for which there is a reasonable basis, affecting or
that would affect Onco US, Onco Alberta or Onco BC at law or in equity or before or by any
court or Governmental Entity which action, suit or proceeding involves a possibility of any
judgment against or liability of Onco US, Onco Alberta or Onco BC which, if successful, would
have a Material Adverse Effect on Onco Alberta or Onco BC or which may reasonably be expected
to preclude, delay or have an adverse effect on the Arrangement or on the ability of Onco US
and its Subsidiaries to consummate the Arrangement.
	 
	(f)	 	Reporting Issuer Status. Neither Onco BC nor Onco Alberta is a reporting issuer
(where such concept exists), or the equivalent thereof, under the securities legislation of
any jurisdiction including, but not limited to, Canadian Securities Laws and US Securities
Laws.




25









 













	(g)	 	Capitalization.






	 	(i)	 	The authorized capital of Onco Alberta consists of an unlimited number
of Onco Alberta Shares and an unlimited number of each of
Class B shares, Class C shares, Class D shares, Class E shares and Class F shares. As of the date hereof,
there were issued and outstanding 100 Onco Alberta Shares, all of which are owned
by Onco BC, and there are no other shares or options, warrants or other rights,
agreements or commitments of any character whatsoever requiring the issuance, sale
or transfer by Onco Alberta of any securities of Onco Alberta (including Onco
Alberta Shares) or any securities convertible into, or exchangeable or exercisable
for, or otherwise evidencing a right to acquire, any securities of Onco Alberta
(including Onco Alberta Shares). All outstanding Onco Alberta Shares have been duly
authorized and validly issued, are fully paid and non-assessable and are not
subject to, nor were they issued in violation of, any preemptive rights.
	 
	 	(ii)	 	The authorized capital of Onco BC consists of an unlimited number of
Onco BC Class A Shares and an unlimited number of Onco BC Class B Shares. As of the
date hereof, there were issued and outstanding 100 Onco BC Class A Shares, all of
which are owned by a Subsidiary of Onco US and 124,616,611 Onco BC Class B Shares,
all of which are owned by Onco US, and there are no options, warrants or other
rights, agreements or commitments of any character whatsoever requiring the
issuance, sale or transfer by Onco BC of any securities of Onco BC (including Onco
BC Class A Shares or Onco BC Class B Shares) or any securities convertible into, or
exchangeable or exercisable for, or otherwise evidencing a right to acquire, any
securities of Onco BC Class A Shares or Onco BC Class B Shares (including Onco BC
Class A Shares or Onco BC Class B Shares). All outstanding Onco BC Class A Shares
or Onco BC Class B Shares have been duly authorized and validly issued, are fully
paid and non-assessable and are not subject to, nor were they issued in violation
of, any preemptive rights.






	(h)	 	Financial Information. As of the respective dates indicated therein, the Onco
Financial Information did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading. The Onco Financial
Information presents fairly in all material respects the financial position, results of
operations and changes in financial position reflected therein as of the dates thereof and for
the periods indicated therein (subject, in the case of any unaudited interim financial
statements, to normal year-end audit adjustments) and reflects appropriate and adequate
reserves in all material respects in respect of contingent liabilities, if any, where
necessary.






	(i)	 	Absence of Liabilities. Each of Onco BC and Onco Alberta, and any successor
corporations thereto, will, after the Effective Time, not have any debts, liabilities,
commitments or obligations of any nature (whether matured or unmatured, accrued, fixed,
contingent or otherwise) of any kind whatsoever resulting from any matters, actions, events,
facts or circumstances related to the activities, affairs or business of any of them which
occurred prior to the Effective Time, including without limitation, as a result of:






	 	(i)	 	Claims relating to the Intellectual Property of any of them or the
activity of any of them and/or of their Subsidiaries in relation to the
Intellectual Property, including without limitation the development, reproduction,
use, and sale or distribution, of all or any part thereof, which infringes upon, or
misappropriates, the Intellectual Property Rights of any third Person;







26









 














	 	(ii)	 	Claims relating to Taxes of any of them for any period of time prior to
the Effective Time;
	 
	 	(iii)	 	Claims related to any public disclosure of Onco Alberta, including
without limitation the Onco Alberta Public Record and any disclosure relating to
Onco US, Onco BC, Onco Alberta or any of their Subsidiaries included in Gamehost
Information Circular (based on information provided by or approved by Onco US), for
any period of time prior to the Effective Time;
	 
	 	(iv)	 	any violation of Applicable Laws, including without limitation
applicable Canadian Securities Laws or US Securities Laws, that occurred prior to
the Effective Time;
	 
	 	(v)	 	any failure to comply with the terms of any agreements, contracts,
indentures, licenses, permits, approvals to which it is or was party or which it is
or was subject to, or which has been entered into on its behalf or its constating
documents;
	 
	 	(vi)	 	Claims relating to the operation, performance, warranty, maintenance,
service, malfunction or liability of its products prior to the Effective Time;
	 
	 	(vii)	 	Claims relating to workers’ compensation, including without
limitation, premiums in Canada or the United States;
	 
	 	(viii)	 	Claims relating to personal injuries or property damage; or
	 
	 	(ix)	 	Claims relating to violations of Environmental Laws or the release of
Hazardous Substances;






	 	 	except, in each case;






	 	(A)	 	as has been assumed by Onco Alberta Subco and is the subject of
the trust conditions of the Divestiture Agreement; or
	 
	 	(B)	 	any liabilities or obligations of Onco BC or Onco Alberta
resulting from completion of the Arrangement, including the obligation to repay
the amounts loaned to it by Gamehost under the Plan of Arrangement or to
satisfy the dissent rights granted to Gamehost Security Holders pursuant to the
Interim Order;






	(j)	 	Disclosure. To the knowledge of Onco US, Onco US and its Subsidiaries have not
withheld from Gamehost any material information or documents concerning the Subsidiaries of
Onco US that would reasonably be expected to disclose that a Material Adverse Change had
occurred in respect of Onco BC or Onco Alberta after December 10, 2007. No representation or
warranty of Onco US contained herein contains or will contain any untrue statement of a
material fact or omits to state a material fact which is necessary in order to make the
statements herein not misleading.
	 
	(k)	 	Tax Representations:






	 	(i)	 	Place of Principal Offices. Neither the principal office of
Onco BC or Onco Alberta is located within the United States;
	 
	 	(ii)	 	Investment Company. Neither Onco BC nor Onco Alberta is an
“investment company” within the meaning of the United States Investment Company Act
of 1940, as amended;




27









 












	(iii)	 	Tax Returns. Each of Onco BC and Onco Alberta, and each of
their respective Subsidiaries, has duly and timely filed in the prescribed manner
and within the prescribed time with all appropriate Governmental Entities all Tax
Returns that it is required to file in respect of any Taxes in respect of any
provision in applicable tax legislation, for all fiscal and other reporting periods
ending prior to the date hereof, and all of which are, to the best of Onco US’s
knowledge, true, correct and complete in all material respects;
	 
	(iv)	 	Sales Tax. Each of Onco BC and Onco Alberta, and each of their
respective Subsidiaries, has complied with all registration, reporting, collection
and remittance requirements in respect of all federal and provincial sales tax
legislation including but not limited to the Excise Tax Act (Canada);
	 
	(v)	 	Tax Information. Onco US has provided to Gamehost copies of all
tax related materials requested by Gamehost insofar as they relates to Onco BC or
Onco Alberta and/or the Tax Pools, including Tax Returns, electronic copies of the
general ledger and copies of legal entity financial statements, elections,
designations, audit undertakings, notices of determination of loss, all working
papers, calculations and schedules relating thereto, together with all
communications relating thereto from any Governmental Entities and the response, if
any, from Onco US or any of its Subsidiaries to such communications;
	 
	(vi)	 	Assessments or Reassessments. Insofar as the following relates
to Onco BC or Onco Alberta and/or the Tax Pools:






	 	(A)	 	There are no assessments or reassessments of any Taxes that
have been issued and are outstanding pursuant to which there are any amounts
owing;
	 
	 	(B)	 	None of Onco US or any of its Subsidiaries is negotiating any
draft assessment or reassessment with any Governmental Entity;
	 
	 	(C)	 	None of Onco US or any of its Subsidiaries is aware of any
contingent liabilities for Taxes or any grounds for an assessment or
reassessment including, without limitation, aggressive treatment of income,
expenses, deductions, credits or other claims for deduction or credit under any
Tax Returns;
	 
	 	(D)	 	None of Onco US or any of its Subsidiaries has received any
indication from any Governmental Entity that an assessment or reassessment is
proposed in respect of any Taxes, regardless of its merits;
	 
	 	(E)	 	None of Onco US or any of its Subsidiaries has executed or
filed with any Governmental Entity any agreement extending the period for the
filing of any Tax Returns or for the assessment, reassessment or collection of
any Taxes; and
	 
	 	(F)	 	No Governmental Entity has challenged or disputed the federal
tax account balances set forth in the Onco Disclosure Letter;






	(vii)	 	Acquisition of Control. Based on the generally accepted
interpretation of the ITA as of the date hereof, during the period commencing
January 1, 1994 and ending immediately prior to the date hereof, there has not been
any “acquisition of control” of either Onco BC or Onco Alberta, as that term is
used for purposes of the ITA. Notwithstanding the foregoing or anything else in
this Agreement to the contrary, (i) it is hereby acknowledged and agreed that this
representation and warranty is not provided at the time




28









 






	 	 	 	of execution of this
Agreement as contemplated in the introductory sentence and (ii) Onco US hereby
covenants and agrees with Gamehost that it will provide this representation and
warranty to Gamehost prior to the closing of the transaction contemplated by this
Agreement which representation and warranty will then be governed by the provisions
of section 5.2(a) as if it had been provided at the time of execution of this
Agreement;






	 	(viii)	 	Residency. Each of Onco BC and Onco Alberta is and has been since its
inception, resident in Canada and a “taxable Canadian corporation”, both for
purposes of the ITA; and
	 
	 	(ix)	 	Income. Neither Onco BC nor Onco Alberta have had any taxable
income since December 31, 2008, and will not have had any taxable income between
the date hereof and the Effective Time, in each case to the extent that such
taxable income could be expected to result in any material impairment of, or
materially adversely affect reduce or otherwise have any material adverse effect on
the Tax Pools.





4.3 Limitations on Claims for Losses



Any claim for Losses (as such term is defined in the Indemnity Agreement) that may be brought by a
Party after the Effective Time in respect of a breach of the representations and warranties
contained in Sections 4.1 or 4.2 or any of the covenants or obligations contained herein shall be
subject to the provisions of the Indemnity Agreement and no claim for Losses in respect of a breach
of such representations and warranties, covenants or obligations may be brought under this
Agreement by a Party after the Effective Time. For greater certainty, a Party may make any claim
against another Party or Parties in respect of a breach of the representations and warranties
contained in Sections 4.1 or 4.2 or any of the covenants or obligations contained herein before the
Effective Time and may seek to enforce the covenants and obligations of another Party contained
herein after the Effective Time. Any such claims shall be subject to the limits on liability as set
forth in the Indemnity Agreement, which limits on liability are adopted herein whether or not the
Indemnity Agreement is executed.




ARTICLE 5

CONDITIONS PRECEDENT




5.1 Mutual Conditions Precedent



The respective obligations of the Parties to consummate the transactions contemplated hereby, and
in particular the Arrangement, are subject to the satisfaction, on or before the Effective Date or
such other time specified, of the following conditions, any of which may be waived by the mutual
consent of such Parties without prejudice to their right to rely on any other of such conditions:





	(a)	 	the Interim Order:






	 	(i)	 	shall have been granted in form and substance satisfactory to each of
Gamehost and Onco US, acting reasonably; and
	 
	 	(ii)	 	shall not have been set aside or modified in a manner unacceptable to
either Gamehost or Onco US, acting reasonably, on appeal or otherwise;




29









 












	(b)	 	the Gamehost Resolution shall have been passed by the requisite majority of Gamehost Security
Holders specified in the Interim Order and in form and substance satisfactory to each of
Gamehost and Onco US, acting reasonably;
	 
	(c)	 	the Final Order shall have been granted in form and substance satisfactory to each of
Gamehost and Onco US, acting reasonably, and shall not have been set aside or modified in any
manner unacceptable to either Gamehost or Onco US, acting reasonably, on appeal or otherwise;
	 
	(d)	 	the Articles of Arrangement to be filed with the Registrar in accordance with the Arrangement
shall be in form and substance satisfactory to each of Gamehost and Onco US, acting reasonably
and be capable of being filed in sufficient time to ensure that the Arrangement may become
effective on or prior to the Deadline; and
	 
	(e)	 	there shall be no action taken under any existing Applicable Law, nor any statute, rule,
regulation or order which is enacted, enforced, promulgated or issued by any Governmental
Entity, that:






	 	(i)	 	makes illegal or otherwise directly or indirectly restrains, enjoins or
prohibits the Arrangement or any other transactions contemplated herein; or
	 
	 	(ii)	 	results in a judgment or assessment of material damages directly or
indirectly relating to the transactions contemplated herein.




The foregoing conditions are for the mutual benefit of Onco US and Gamehost and may be asserted by
each of Onco US and Gamehost regardless of the circumstances and may be waived by each of Onco US
and Gamehost (with respect to such Party) in their sole discretion, in whole or in part, at any
time and from time to time without prejudice to any other rights which Onco US or Gamehost may
have.




5.2 Additional Conditions to Obligations of Gamehost



The obligations of Gamehost to consummate the transactions contemplated hereby, and in particular
the Arrangement, is subject to the satisfaction, on or before the Effective Date or such other time
specified, of the following conditions:





	(a)	 	except as affected by the transactions contemplated by this Agreement, the representations
and warranties of Onco US contained in Section 4.2 shall be true in all material respects
(provided that those representations which are subject to qualifications or limitations as to
materiality or Material Adverse Effect or Material Adverse Change shall be true in all
respects) as at the Effective Date, or as at the date specified in such representation or
warranty, where applicable, with the same effect as though such representations and warranties
had been made at and as of such time and Onco US shall have complied in all material respects
with its covenants in this Agreement and Gamehost shall have received a certificate to that
effect dated the Effective Date from the Chief Executive Officer and Chief Financial Officer
of Onco US acting solely on behalf of Onco US and not in their personal capacity, to the best
of their respective information and belief having made reasonable inquiry and Gamehost will
have no knowledge to the contrary;
	 
	(b)	 	in the event the Interim Order provides Gamehost Security Holders with dissent rights,
holders of not more than 5% of the outstanding Gamehost Units and Gamehost Subsidiary LP
Exchangeable Units, collectively, shall have exercised rights of dissent in respect of the
Arrangement that have not been withdrawn as of the Effective Date;




30









 






	(c)	 	immediately prior to the Effective Time, but after completion of the Pre-Arrangement
Transactions, the aggregate amount of the actual tax account balances in respect of the Tax
Pools described in lines 1, 2, 3 and 4 less line 5 of the Onco Disclosure Letter shall not be
less than 95% of the aggregate amount of the tax account balances set out in lines 1, 2, 3 and
4 less line 5 of the Onco Disclosure Letter, and the applicable expiry horizons of the actual
tax account balances in respect of the Tax Pools described in lines 1, 2, 3 and 4 will not be
materially different than as set out in the Onco Disclosure Letter;
	 
	(d)	 	at the Effective Time:






	 	(i)	 	Onco BC, or its successor corporation, shall have no Subsidiaries other
than Onco Alberta and Onco Alberta shall have no Subsidiaries other than those
being transferred to Onco Alberta Subco or New Onco, whether pursuant to the
Arrangement or the Divestiture Agreement or otherwise at the Effective Time and
neither shall have agreements of any nature to acquire any Subsidiary, or to
acquire or lease any other business, assets or operations;
	 
	 	(ii)	 	Neither Onco BC nor Onco Alberta shall have in effect any bonus plan,
commission plan, profit sharing plan, pension plan, royalty plan or arrangement or
employee benefit plan for the benefit of any of its employees, officers, directors
or shareholders that will not be terminated or transferred to Onco Alberta Subco or
New Onco, whether pursuant to the Arrangement or the Divestiture Agreement or
otherwise at the Effective Time;
	 
	 	(iii)	 	Neither Onco BC nor Onco Alberta will have any officers, employees or
consultants other than those being terminated or transferred to Onco Alberta Subco
or New Onco, whether pursuant to the Arrangement or the Divestiture Agreement or
otherwise at the Effective Time; and
	 
	 	(iv)	 	There shall be no amounts payable by Onco BC or Onco Alberta under any
obligations or liabilities of either of them to pay any amount to their officers,
directors, employees or consultants or any other person not dealing at arm’s length
with either of them or any associate or affiliate of any such persons including all
severance, termination, change of control arrangements, pay to stay or retention
arrangements and salaries and bonuses (other than those to be transferred to Onco
Alberta Subco or New Onco, whether pursuant to the Arrangement or the Divestiture
Agreement or otherwise at the Effective Time) except for any benefits under run off
directors’ and officers’ liability insurance maintained by Onco US for the current
and former directors and officers of Onco BC and/or Onco Alberta on terms and
conditions that the current Onco US Board of directors reasonably determines;






	(e)	 	there shall not have been on or after the date hereof and prior to the Effective Time any
legislative enactment, promulgation, or public statement of any change or proposed change in
law (including, but not limited to, a proposal to amend the ITA publicly announced by the
Department of Finance of Canada) or applicable case law or written and published
interpretative guidance or policy of the Canada Revenue Agency or provincial equivalent, that,
in the opinion
of Gamehost acting reasonably, could be expected to result in any material impairment of, or
materially adversely affect:






	 	(i)	 	the benefit to Gamehost, or the completion, of the Arrangement; or




31









 






	 	(ii)	 	the ability of Onco Alberta to utilize the Tax Pools referred to in the
Disclosure Letter after the Effective Date;






	(f)	 	during the period commencing immediately prior to the date hereof and ending immediately
prior to the Effective Time, there will not have been any “acquisition of control” of either
Onco BC or Onco Alberta, as that term is used for purposes of the ITA with the exception of
any “acquisition of control” that may occur on or after the date hereof as a result of the
execution of this Agreement or the completion of the transactions contemplated herein,
including the Plan of Arrangement;
	 
	(g)	 	the shares of Onco BC to be issued to the Gamehost Security Holders pursuant to the
Arrangement shall be conditionally approved for listing so as to be listed and posted for
trading on the TSX on the first trading day following the Effective Date;
	 
	(h)	 	Gamehost shall have received resignations and releases, in the form settled between Onco US
and Gamehost, each acting reasonably, prior to the Effective Date, from the directors and
officers of Onco Alberta and Onco BC;
	 
	(i)	 	between the date hereof and the Effective Time, there shall not have occurred any Material
Adverse Change in respect of Onco BC or Onco Alberta;
	 
	(j)	 	Onco Alberta and Onco BC shall each have:






	 	(i)	 	been added as an additional insured to the general insurance policies;
and
	 
	 	(ii)	 	as a named insured to the directors’ and officers’ liability insurance
policy of Onco US or shall have secured “run off” directors’ and officers’
liability insurance;






	 	 	which policies shall have a scope and coverage no less advantageous in scope and coverage to
that provided pursuant to Onco US’s insurance policies immediately prior to the date of this
Agreement and, in the case of the “run off” directors’ and officers’ liability insurance
policy shall cover claims made prior to or within six years after the Effective Time;






	(k)	 	there shall be no security registrations against either Onco BC, or any successor
corporation, or Onco Alberta under the Personal Property Security Act (British Columbia), the
Personal Property Security Act (Alberta) or other security registration legislation in other
jurisdictions, with the exception of registrations relating to specific goods which, for
greater certainty, excludes registrations relating to equipment or other categories of
personal property where no specific good is listed, or such other arrangements shall have been
made with respect to the discharge of such security registrations as are satisfactory to
Gamehost;
	 
	(l)	 	Onco US and New Onco shall have entered into an indemnity agreement indemnifying Onco BC in
the form attached hereto as Schedule “B”;
	 
	(m)	 	Onco BC, Onco Alberta, Onco Alberta Subco and New Onco shall have entered into the
Divestiture Agreement in the form attached hereto as Schedule “E”;
	 
	(n)	 	The Gamehost Required Approvals shall have been received by Gamehost on a basis acceptable to
Gamehost, acting reasonably;




32









 






	(o)	 	the Tax Returns of Onco BC and Onco Alberta for the year ended December 31, 2009 shall have
been filed on or before the Effective Date in form and content acceptable to Gamehost, acting
reasonably;
	 
	(p)	 	prior to the date on which Gamehost and Onco US shall seek the Interim Order as contemplated
by Section 2.1(a) of this Agreement, the Initial Court Order shall have been granted in form
and substance satisfactory to each of Gamehost and Onco US, acting reasonably, and shall not
have been set aside or modified in any manner unacceptable to either Gamehost or Onco US,
acting reasonably, on appeal or otherwise; and
	 
	(q)	 	On or before the Effective Time, Onco US shall have provided Gamehost with the representation
and warranty referred to in section 4.2(i)(vii).




The conditions in this Section 5.2 are for the exclusive benefit of Gamehost and may be asserted by
Gamehost regardless of the circumstances or may be waived by Gamehost in its sole discretion, in
whole or in part, at any time and from time to time without prejudice to any other rights which
Gamehost may have.




5.3 Additional Conditions to Obligations of Onco US



The obligations of Onco US to consummate the transactions contemplated hereby, and in particular
the Arrangement, is subject to the satisfaction, on or before the Effective Date or such other time
specified, of the following conditions:





	(a)	 	except as affected by the transactions contemplated by this Agreement, the representations
and warranties of Gamehost contained in Section 4.1 shall be true in all material respects
(provided that those representations which are subject to qualifications or limitations as to
materiality or Material Adverse Effect or Material Adverse Change shall be true in all
respects) as at the Effective Date, or as at the date specified in such representation or
warranty, where applicable, with the same effect as though such representations and warranties
had been made at and as of such time and Gamehost shall have complied in all material respects
with its covenants in this Agreement and Onco US shall have received a certificate to that
effect dated the Effective Date from the Chief Executive Officer and Chief Financial Officer
of the Gamehost Administrator acting solely on behalf of the Gamehost Administrator and not in
their personal capacity, to the best of their respective information and belief having made
reasonable inquiry and Onco US will have no knowledge to the contrary;
	 
	(b)	 	Onco BC shall have entered into an indemnity agreement indemnifying Onco US and New Onco in
the form attached hereto as Schedule “B”;
	 
	(c)	 	the Onco Required Approvals shall have been received by Onco US on a basis acceptable to Onco
US, acting reasonably; and
	 
	(d)	 	prior to the date on which Gamehost and Onco US shall seek the Interim Order as contemplated
by Section 2.1(a) of this Agreement, the Initial Court Order shall have been granted in form
and substance satisfactory to each of Gamehost and Onco US, acting reasonably, and shall not
have been set aside or modified in any manner unacceptable to either Gamehost or Onco US,
acting reasonably, on appeal or otherwise.




33









 










The conditions in this Section 5.3 are for the exclusive benefit of Onco US and may be asserted by
Onco US regardless of the circumstances or may be waived by Onco US in its sole discretion, in
whole or in part, at any time and from time to time without prejudice to any other rights which
Onco US may have.




5.4 Notice and Effect of Failure to Comply with Conditions





	(a)	 	Each of Gamehost and Onco US shall give prompt notice to the other of the occurrence, or
failure to occur, at any time from the date hereof to the Effective Date of any event or state
of facts which occurrence or failure would, or would be likely to:






	 	(i)	 	cause any of the representations or warranties of any Party contained
herein to be untrue or inaccurate in any material respect, or
	 
	 	(ii)	 	result in the failure to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by any Party hereunder;






	 	 	provided, however, that no such notification will affect the representations or warranties
of the Parties or the conditions to the obligations of the Parties hereunder.






	(b)	 	Subject to the provisions of Sections 7.2 and 7.3, if any of the conditions precedents set
forth in Sections 5.1, 5.2 or 5.3 hereof shall not be complied with or waived by the Party or
Parties for whose benefit such conditions are provided on or before the date required for the
performance thereof, then a Party for whose benefit the condition precedent is provided may
terminate this Agreement as provided in Section 7.1 hereof; provided that, prior to the filing
of the Articles of Arrangement for the purpose of giving effect to the Arrangement, the Party
intending to rely thereon has delivered a written notice to the Other Party, specifying in
reasonable detail all breaches of covenants, representations and warranties or other matters
which the Party delivering such notice is asserting as the basis for the non-fulfillment of
the applicable conditions precedent. More than one such notice may be delivered by a Party.





5.5 Satisfaction of Conditions



The conditions set out in this Article 5 are conclusively deemed to have been satisfied, waived or
released when, with the agreement of the Parties, Articles of Arrangement are filed under the ABCA
to give effect to the Arrangement.




ARTICLE 6

AMENDMENT




6.1 Amendment



This Agreement (including the Plan of Arrangement) may at any time and from time to time before or
after the holding of the Gamehost Meeting be amended by written agreement of the Parties without,
subject to Applicable Law, further notice to or authorization on the part of the Gamehost Security
Holders and any such amendment may, without limitation:





	(a)	 	change the time for performance of any of the obligations or acts of the Parties;
	 
	(b)	 	waive any inaccuracies or modify any representation or warranty contained herein or in any
document delivered pursuant hereto;




34









 






	(c)	 	waive compliance with or modify any of the covenants herein contained and waive or modify
performance of any of the obligations of the Parties; or
	 
	(d)	 	waive compliance with or modify any other conditions precedent contained herein;
	 
	(e)	 	provided that no such amendment which is agreed to after the Parties are granted the Interim
Order by the Court may reduce or materially adversely affect the consideration to be received
by Gamehost Security Holders without approval by the affected security holders given in the
same manner as required for the approval of the Arrangement or as may be ordered by the Court.





ARTICLE 7

TERMINATION




7.1 Termination





	(a)	 	This Agreement may be terminated at any time prior to the Effective Time by mutual written
consent of Gamehost and Onco US.
	 
	(b)	 	This Agreement may be terminated by either Gamehost or Onco US at any time prior to the
Effective Time:






	 	(i)	 	if the Effective Time has not occurred on or prior to the Deadline,
except that the right to terminate this Agreement under this Section 7.1(b)(i)
shall not be available to any Party to this Agreement whose failure to fulfill any
of its obligations (including those of its Subsidiaries) has been a principal cause
of, or resulted in, the failure of the Effective Time to occur by such date;
	 
	 	(ii)	 	if the Gamehost Meeting is held and the required Gamehost Resolution is
not passed at the Gamehost Meeting (or any adjournment or postponement thereof);
	 
	 	(iii)	 	if any Law makes the consummation of the Arrangement or the
transactions contemplated by this Agreement illegal or otherwise prohibited, and
such Law has become final and non-appealable; or
	 
	 	(iv)	 	in order for a Party to enter into an Alternative Proposal in
accordance with Section 3.4(b), provided that such Party has complied with its
obligations set forth in Section 3.4(c) and concurrently therewith pays the Other
Party the Termination Fee contemplated by Section 7.3.






	(c)	 	This Agreement may be terminated by Onco US at any time prior to the Effective Time if Onco
US (including its Subsidiaries) is not in material breach of its obligations under this
Agreement and Gamehost breaches or fails to perform any of its representations, warranties,
covenants or agreements contained in this Agreement which breach or failure to perform
(i) would cause a default under Section 3.1 or the failure of the one of the conditions
precedent in Section 5.1 or 5.3 to be satisfied and (ii) is incapable of being cured or, if
curable, is not cured in accordance with Section 7.2.
	 
	(d)	 	This Agreement may be terminated by Gamehost at any time prior to the Effective Time if
Gamehost is not in material breach of its obligations under this Agreement and Onco US (or any
of its Subsidiaries) breaches or fails to perform any of its representations, warranties,
covenants or agreements contained in this Agreement which breach or failure to perform
(i) would cause a




35









 






	 	 	default under Section 3.2 or the failure of the one
of the conditions precedent in Section 5.1 or 5.2
to be satisfied and (ii) is incapable of being
cured or, if curable, is not cured in accordance
with Section 7.2.





7.2 Notice and Cure Provisions





	(a)	 	Each Party will give prompt notice to the other of the occurrence, or failure to occur, at
any time prior to the Effective Time of any event or state of facts which occurrence or
failure would, or would be likely to:






	 	(i)	 	cause any of the representations or warranties of any Party contained
herein to be untrue or inaccurate in any material respect on the date hereof or at
the Effective Time; or
	 
	 	(ii)	 	result in the failure to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by any Party hereunder prior to the
Effective Time.






	(b)	 	Gamehost may not exercise its right to terminate this Agreement pursuant to Section 7.1(d)
and Onco US may not exercise its right to terminate this Agreement pursuant to Section 7.1(c)
unless the Party seeking to terminate the Agreement shall have delivered a written notice to
the Other Party specifying in reasonable detail all breaches of covenants, representations and
warranties or other matters which the Party delivering such notice is asserting as the basis
for the termination right. If any such notice is delivered, provided that the Other Party is
proceeding diligently to cure such matter and such matter is capable of being cured on or
prior to the Deadline, no Party may exercise such termination right until the earlier of
(i) the Deadline, and (ii) the date that is fifteen (15) Business Days following receipt of
such notice by the Other Party to whom the notice was delivered, if such matter has not been
cured by such date. If such notice has been delivered prior to the date of the Gamehost
Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned
until the expiry of such period (without causing any breach of any other provision contained
herein). If such notice has been delivered prior to the filing of the Articles of Arrangement,
such filing shall be postponed until two (2) Business Days after the expiry of such period.
	 
	(c)	 	Each Party shall promptly notify the Other Party of (i) any communication from any person
alleging that the consent of such person (or another person) is or may be required in
connection with the transactions contemplated by this Agreement (and the response thereto from
such Party, its Subsidiaries or its representatives), (ii) any material communication from any
Government Entity in connection with the transactions contemplated by this Agreement (and the
response thereto from such Party, its Subsidiaries or its representatives), and (iii) any
material Claim threatened or commenced against or otherwise affecting such Party or any of its
Subsidiaries that are related to the transaction contemplated by the Agreement.





7.3 Termination Fee



Notwithstanding any other provision relating to the payment of fees or expenses, in the event of
termination of this Agreement under the various circumstances set forth below, either Onco US or
Gamehost shall pay, or cause to be paid, the Other Party the Termination Fee and/or reimbursement
of expenses, if any, as follows:







36









 









	(a)	 	if Onco US terminates this Agreement pursuant to:






	 	(i)	 	Section 7.1(b)(ii) (i.e. Gamehost Resolution not approved) or
Section 7.1(c) (i.e. breach of Agreement by Gamehost), Gamehost will pay, or cause
to be paid, to Onco US by wire transfer of immediately available funds an amount
equal to the Termination Fee; or
	 
	 	(ii)	 	Section 7.1(b)(iv) (i.e. Alternative Proposal), Onco US will pay, or
cause to be paid, to Gamehost by wire transfer of immediately available funds an
amount equal to the Termination Fee;






	(b)	 	If Gamehost terminates this Agreement pursuant to:






	 	(i)	 	Section 7.1(d) (i.e. breach of Agreement by Onco US or its
Subsidiaries), Onco US will pay, or cause to be paid, to Gamehost by wire transfer
of immediately available funds an amount equal to the Termination Fee; or
	 
	 	(ii)	 	Section 7.1(b)(ii) (i.e. Gamehost Resolution not approved) or
Section 7.1(b)(iv) (i.e. Alternative Proposal), Gamehost will pay, or cause to be
paid, to Onco US by wire transfer of immediately available funds an amount equal to
the applicable Termination Fee.






	(c)	 	For greater certainty and clarity, and notwithstanding anything herein to the contrary, if
Gamehost is obligated to pay a Termination Fee pursuant to this Agreement, such Termination
Fee shall only be payable to Onco US and shall not be payable to Onco BC or Onco Alberta.




The Parties acknowledge that the agreements contained in this Section 7.3 are an integral part of
the transactions contemplated by this Agreement, and that, without these agreements, neither Onco
US nor Gamehost would have entered into this Agreement; accordingly, if Onco US or Gamehost fails
to timely pay any amount due pursuant to this Section 7.3 and, in order to obtain the payment, the
Party who is owed such payment commences a suit which results in a judgment against the Other Party
for the payment set forth in this Section 7.3, the defaulting Party shall pay to the Other Party
its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with such
suit, together with interest on the amount due from each day for which payment is due until the
date of the payment at the prime rate of the Bank of Canada in effect on the date such payment was
required to be made.




7.4 Damages and Remedies



Each Party acknowledges that the payment of the Termination Fee in the circumstances contemplated
in Section 7.3 is the sole remedy to which a Party is entitled on the termination of this Agreement
and that such amount is not a penalty, but intended to reimburse a Party for its time, efforts and
costs in implementing the transactions contemplated herein. Each Party irrevocably waives any right
it may have to raise as a defense that any such fee is excessive or punitive.



Each Party acknowledges that, other than in respect of the termination of this Agreement in
circumstances contemplated in Section 7.3, nothing restricts the ability of a Party to pursue any
and all legal remedies with respect to any breach by the Other Party of its covenants,
representations or warranties contained herein, including without limitation the ability to sue for
damages, seek injunctive relief or specific performance. Nothing herein shall preclude a Party from
seeking injunctive relief to restrain any breach or threatened breach of the covenants or
agreements set forth in this Agreement or otherwise to obtain specific performance of any of such
act, covenants or agreements, without the necessity of posting bond or security in connection
therewith.







37









 








ARTICLE 8

CONFIDENTIALITY




8.1 Confidentiality





	(a)	 	Each Party will, and will cause its Subsidiaries and its and their directors, officers,
employees and agents to, keep all information provided to it hereunder or in connection with
the Arrangement (collectively, the “Confidential Information”) confidential and will not use
or disclose such Confidential Information to any Person except to the extent:






	 	(i)	 	such use or disclosure is expressly permitted or contemplated pursuant
to this Agreement or any agreement contemplated herein;
	 
	 	(ii)	 	such use or disclosure is strictly necessary to enable the recipient of
such Confidential Information to exercise its rights and perform its obligations
under this Agreement or any agreement contemplated in this Agreement;
	 
	 	(iii)	 	such use or disclosure is required by Applicable Laws;
	 
	 	(iv)	 	such information is in the public domain other than as a result of a
breach of this Agreement or any agreement contemplated in this Agreement; or
	 
	 	(v)	 	such use or disclosure is required pursuant to a final order or
judgment of a court of competent jurisdiction and in such case the Parties will
cooperate with one another to obtain an appropriate protective order or other
reliable assurance that the confidentiality of such Confidential Information will
be maintained.






	(b)	 	Each Party acknowledges that the Confidential Information of the other Party consists in part
of information vital to the business and commercial prospects of those other Party and that
such information is the special, valuable and unique property of those other Party and would
not normally be disclosed to it. Accordingly, each Party agrees to use all commercially
reasonable efforts to protect such Confidential Information and keep it confidential using a
standard of care no less than the degree of care that such Party would be reasonably expected
to employ for its own similar Confidential Information. In particular, each Party has
instructed and shall continue to instruct those employees or advisors responsible for
processing Personal Information to protect the confidentiality of such information in a manner
consistent with the Parties’ obligations hereunder and has ensured and shall continue to
ensure that access to the Personal Information shall be restricted to those employees or
advisors of the respective Party who have a bona fide need to access to such information in
order to complete the Arrangement.
	 
	(c)	 	Neither Party has or hereafter shall use any Personal Information for any purposes other than
those related to the performance of this Agreement and the completion of the Arrangement and
each Party acknowledges and confirms that the disclosure of Personal Information is necessary
for the purposes of determining if the Parties shall proceed with the Arrangement, and that
any disclosure of Personal Information relates solely to the carrying on of the business and
the completion of the Arrangement.
	 
	(d)	 	Each Party acknowledges and confirms that it has and shall continue to employ appropriate
technology and procedures in accordance with Applicable Laws to prevent accidental loss or
corruption of the Personal Information, unauthorized input or access to the Personal
Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying,
alteration, removal, deletion, use or other processing of such Personal Information.




38









 






	(e)	 	Subject to Applicable Laws, each Party shall promptly notify the other Party to this
Agreement of all inquiries, complaints, requests for access, and claims of which the Party is
made aware in connection with the Personal Information. The Parties shall fully co-operate
with one another, with the persons to whom the Personal Information relates, and any
authorized authority charged with enforcement of applicable privacy laws, in responding to
such inquiries, complaints, requests for access, and claims.
	 
	(f)	 	Upon the expiry or termination of this Agreement, or otherwise upon the reasonable request of
either Party, the other Party shall forthwith cease all use of the Personal Information
acquired by it in connection with this Agreement and will return to Other Party or, at the
Other Party’s request, destroy in a secure manner, the Personal Information (and any copies).
	 
	(g)	 	Each Party acknowledges and confirms that it and its representatives are aware that US and
Canadian Securities Laws prohibit any person who has material non-public information about a
company from purchasing or selling, directly or indirectly, securities of such company
(including entering into hedge transactions involving such securities), or from communicating
such information to any other person under circumstances in which it is reasonably foreseeable
that such person is likely to purchase or sell such securities. Each Party agrees that it
will not use, and that it will use its reasonable efforts to assure that none of its
representatives use, any of the Confidential Information in contravention of the US or
Canadian Securities Laws and as a result, each Party will cease trading in each other Party’s
securities as applicable.
	 
	(h)	 	Without prejudice to any other rights or remedies, in the event of litigation relating to a
breach of the provisions of this Article 8, if a court of competent jurisdiction determines in
a final, non-appealable order that any of such provisions has been breached, the Party in
breach will reimburse the other Party for its costs and expenses (including reasonable legal
fees and expenses) incurred in connection with all such litigation.




No failure or delay by a Party or any of such Party’s representatives in exercising any right,
power or privilege under this Article 8 will operate as a waiver thereof nor will any single or
partial exercise thereof preclude any other or further exercise of any right, power or privilege
hereunder. No provision of this Article 8 may be waived or amended nor any consent given except in
writing signed by a duly authorized officer of each Party so waiving or consenting.




ARTICLE 9

NOTICES




9.1 Notices



All notices that may or are required to be given pursuant to any provision of this Agreement are to
be given or made in writing and served personally or sent by telecopy by e-mail:





	(a)	 	in the case of Gamehost, to:
	 
	 	 	Gamehost Income Fund

400, 4406 – 50th Avenue

Red Deer, AB T4N 3Z5

Facsimile: (403) 340-0683

E-mail: djwill@gamehost.ca

Attention: Vice President




39









 






	 	 	with a copy to:
	 
	 	 	Shea Nerland Calnan LLP

2800, 715-5th Avenue SW

Calgary, Alberta T2P 2X6

Facsimile: (403) 299-9601

E-mail: jbrennan@snclaw.com

Attention: Joe Brennan
	 
	(b)	 	in the case of Onco US, Onco BC and/ or Onco Alberta, to:
	 
	 	 	c/o Oncothyreon Inc.

2601 Fourth Avenue, Suite 500

Seattle, Washington 98121

Facsimile: (206) 801-2111

E-mail: RKirkman@oncothyreon.com

Attention: President and CEO
	 
	 	 	with a copy to:
	 
	 	 	Fraser Milner Casgrain LLP

2900 Manulife Place

10180 — 101 Street

Edmonton, AB T5J 3V5

Facsimile: (780) 423-7276

E-mail: michael.obert@fmc-law.com

Attention: Michael Obert




or such other address as the Parties may, from time to time, advise to the other Parties hereto by
notice in writing. The date or time of receipt of any such notice will be deemed to be the date of
delivery or the time such telecopy or e-mail is received.




ARTICLE 10

GENERAL




10.1 Binding Effect



This Agreement shall be binding upon and enure to the benefit of the Parties hereto.




10.2 Assignment



No Party to this Agreement may assign any of its rights or obligations under this Agreement without
prior written consent of the Other Party.




10.3 Disclosure



The Parties agree to consult with each other, and to provide each other with a reasonable prior
opportunity to review and comment on, any press release, public statement or filing with any
regulatory body or stock exchange with respect to this Agreement or any of the transactions
contemplated herein. The Parties also agree to use commercially reasonable efforts to exclude, to
the extent legally permitted, all Confidential Information from any voluntary or other disclosure
required under applicable securities or similar






40









 







legislation in connection with this Agreement, including redacting Confidential Information from
any copy of this Agreement required to be filed under such legislation.




10.4 Costs



Except as contemplated herein (including Section 7.3 hereof), each Party shall be responsible for
its own fees and expenses in connection with the negotiation of this Agreement and the
implementation of the transactions contemplated hereby, provided that Gamehost shall be solely
responsible for all costs and expenses associated with any and all information circulars and
related documentation provided to the Gamehost Security Holders (including any required audits
and/or the seeking of exemption therefrom, except that for any required audit in respect of Onco BC
and/or Onco Alberta, Gamehost shall only be responsible for the costs and expenses of such audit up
to $75,000), the listing and posting for trading on the TSX of the new common shares of Onco BC
Shares to be issued pursuant to the Arrangement, the making of such shares freely tradable, the
preparation and approval of the Plan of Arrangement, and any and all related acts, procedures
and/or documentation..




10.5 Severability



If any one or more of the provisions or parts thereof contained in this Agreement should be or
become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining
provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to
such jurisdiction, severable therefrom and:





	(a)	 	the validity, legality or enforceability of such remaining provisions or parts thereof shall
not in any way be affected or impaired by the severance of the provisions or parts thereof
severed; and
	 
	(b)	 	the invalidity, illegality or unenforceability of any provision or part thereof contained in
this Agreement in any jurisdiction shall not affect or impair such provision or part thereof
or any other provisions of this Agreement in any other jurisdiction.





10.6 Further Assurances



Each Party hereto shall, from time to time and at all times hereafter, at the request of the Other
Party hereto, but without further consideration, do all such further acts, and execute and deliver
all such further documents and instruments as may be reasonably required in order to fully perform
and carry out the terms and intent hereof.




10.7 Time of Essence



Time shall be of the essence of this Agreement.




10.8 Governing Law



This Agreement shall be governed by and construed in accordance with the Laws of the Province of
Alberta. The Parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of
Alberta and, with respect to the Plan of Arrangement, the Court.




10.9 Waiver



No waiver by any Party shall be effective unless in writing and any waiver shall affect only the
matter, and the occurrence thereof, specifically identified and shall not extend to any other
matter or occurrence.







41









 








10.10 Obligations



The Parties acknowledge that, with respect to Gamehost being a party to this Agreement, the
obligations of Gamehost hereunder shall not be personally binding upon Gamehost, or any of its
trustees, or any of the Gamehost Unitholders and that any recourse against Gamehost, or any of its
trustees, or any of the Gamehost Unitholders in any manner in respect of any indebtedness,
obligation or liability of Gamehost arising hereunder or arising in connection herewith or from the
matters to which this Agreement relates, if any, including, without limitation, based on negligence
or otherwise tortious behaviour, shall be limited to, and satisfied only out of, the assets of
Gamehost and not the assets of any trustee of Gamehost or any Gamehost Unitholder.




The remainder of this page is left blank intentionally.








42









 








10.11 Counterparts



This Agreement may be executed by facsimile or other electronic signature and in counterparts, each
of which shall be deemed an original, and all of which together constitute one and the same
instrument.




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




	 	 	 	 	 	 	 	 	 	 	 

	GAMEHOST INCOME FUND, by its	 	 	 	ONCOTHYREON INC.	 	 
	Administrator, Gamehost Management, Inc.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Darcy J. Will
 

	 	 
	 	Per:
	 	/s/ Robert L. Kirkman
 

	 	 
	 

	 	Darcy J. Will
	 	 	 	 	 	Robert L. Kirkman, MD	 	 
	 

	 	Vice President
	 	 	 	 	 	President and CEO	 	 






	 	 	 	 	 
	 	ONCOTHYREON CANADA INC.

 	 
	 	Per: 	              /s/ Robert L. Kirkman
 	 
	 	 	Robert L. Kirkman, MD 	 
	 	 	President 	 
	 



	 	 	 	 	 
	 	0811769 B.C. ULC

 	 
	 	Per: 	   /s/ Robert L. Kirkman
 	 
	 	 	Robert L. Kirkman, MD 	 
	 	 	CEO 	 
	 




43











 





EXHIBIT A

PLAN OF ARRANGEMENT









A-1









 








PLAN OF ARRANGEMENT



PLAN OF ARRANGEMENT UNDER SECTION 193

OF THE BUSINESS CORPORATIONS ACT (ALBERTA)




ARTICLE 1

INTERPRETATION




Section 1.1 Definitions




     Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but
not defined shall have the meanings ascribed thereto in the Arrangement Agreement and the following
terms shall have the following meanings and grammatical variations of such terms shall have
corresponding meanings:


“ABCA” means the Business Corporations Act (Alberta), as amended, including the regulations
promulgated thereunder.



“Amalco” means the limited corporation formed by the amalgamation of Onco BC and Onco Alberta
pursuant to this Plan of Arrangement.



“Amalco Common Shares” means the common shares in the capital of Amalco.



“Amalco Preference Shares” means the preference shares in the capital of Amalco, issuable in
series.



“Amalgamation” has the meaning set out in Section 2.2(t) of this Plan of Arrangement.



“Arrangement” means an arrangement under Section 193 of the ABCA on the terms and subject to the
conditions set out in this Plan of Arrangement, subject to any amendments or variations hereto made
in accordance with Section 6.1 of the Arrangement Agreement and in accordance with this Plan of
Arrangement or made at the direction of the Court in the Final Order.



“Arrangement Agreement” means the arrangement agreement made as of February 12, 2010 among
Gamehost, Onco US, Onco Alberta and Onco BC (including the schedules thereto) as it may be amended,
modified or supplemented from time to time in accordance with its terms.



“Assumption” has the meaning set out in Section 2.2 (b) of this Plan of Arrangement.



“Certificate of Arrangement” means the certificate or certificates or confirmation of filing which
may be issued by the Registrar pursuant to Subsection 193(11) of the ABCA giving effect to the
Arrangement.



“Court” means the Court of Queen’s Bench of Alberta.



“Divested Assets” means the Assets as such term is defined in the Divestiture Agreement.



“Divestiture Agreement” means the divestiture agreement between Onco BC, Onco Alberta and Onco
Alberta Subco and intervened to by New Onco and Gamehost, made as of the Effective Date providing
for the transfer of the Divested Assets to Onco Alberta Subco and the assumption by Onco Alberta
Subco of the Transferred Liabilities, the form of which is attached to the Gamehost Arrangement
Agreement.



“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the
Arrangement.



“Effective Time” means 12:01 a.m. (Calgary time), or such other time on the Effective Date as may
be agreed in writing by Onco US and Gamehost, each acting reasonably.







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“Final Order” means the final order of the Court approving the Arrangement, as such order may be
amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such
appeal is withdrawn, as affirmed or as amended on appeal.



“Gamehost” means Gamehost Income Fund, an open-ended unincorporated investment trust established
under the laws of the Province of Alberta pursuant to the Gamehost Trust Agreement.



“Gamehost Circular” means the management information circular sent to Gamehost Security Holders in
connection with the applicable meeting of such security holders to approve of the Arrangement, as
amended, supplemented or otherwise modified.



“Gamehost Depositary” means Computershare Trust Company of Canada, as depositary, or such other
person appointed to act as depositary by Gamehost for the purposes of the Arrangement.



“Gamehost Inc. New Common Shares” means the new class of common shares in the capital of Onco BC to
be created pursuant to Section 2.2 (h) of this Plan of Arrangement.



“Gamehost Inc. New Common Shareholder” means a holder of Gamehost Inc. New Common Shares.



“Gamehost Loan Amount” means the aggregate amount payable pursuant to the Gamehost Loan Promissory
Note, which amount shall be equal to $8,425,000.



“Gamehost Loan Promissory Note” means the promissory note of Onco BC, in an aggregate principal
amount equal to the Gamehost Loan Amount, to be issued in favour of Gamehost pursuant to Section
2.2 (f) of this Plan of Arrangement in consideration of the loan to Onco BC by Gamehost of an
amount equal to the Gamehost Loan Amount.



“Gamehost LP” means Gamehost Limited Partnership, a limited partnership established pursuant to the
Laws of the Province of Alberta and an indirect subsidiary of Gamehost;



“Gamehost LP Agreement” means the limited partnership agreement governing Gamehost LP dated May 23,
2003, as amended from time to time or as may be amended from time to time.



“Gamehost Resolution” means the special resolution of the Gamehost Security Holders approving the
Plan of Arrangement and considered at the Gamehost Meeting and any amendments or variations thereto
made in accordance with the provisions of the Arrangement Agreement or made at the direction of the
Court in the Interim Order, at the Gamehost Meeting or otherwise.



“Gamehost Security Holders” means collectively:




     (i) the Gamehost Unitholders; and



     (ii) the Gamehost Subsidiary LP Exchangeable Unitholders.


“Gamehost Subsidiary LP Exchangeable Unitholders” means the holders of the Gamehost Subsidiary LP
Exchangeable Units.



“Gamehost Subsidiary LP Exchangeable Units” means the class B limited partnership units of Gamehost
LP.



“Gamehost Trust Indenture” means the trust agreement dated April 9, 2003 between the original
trustees of Gamehost and the initial unitholder of Gamehost, as amended from time to time or as may
be amended from time to time.



“Gamehost Meeting” means the special meeting of Gamehost Security Holders, including any
adjournment or postponement thereof, called and held in accordance with the Interim Order to
consider the Gamehost Resolution.







A-3









 







“Gamehost Units” means the trust units of Gamehost.



“Gamehost Unitholders” means the holders of the Gamehost Units.



“Governmental Entity” means any (a) multinational, federal, national, provincial, state, regional,
municipal, local or other government, governmental or public department, central bank, 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, self regulatory, expropriation or
taxing authority under or for the account of any of the foregoing; (d) any stock exchange; or (e)
any Governmental Authority.



“Interim Order” means the interim order of the Court, as contemplated by 2.1 of the Arrangement
Agreement, as applicable.



“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations,
principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations,
awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of
any grant of approval, permission, authority or license of any Governmental Entity or self
regulatory authority (including the Exchange), and the term “applicable” with respect to such Laws
(including Environmental Laws) and in a context that refers to one or more Parties, means such Laws
as are applicable to such Party or its business, undertaking, property or securities and emanate
from a person having jurisdiction over the Party or Parties or its or their business, undertaking,
property or securities.



“Letter of Transmittal” means the letter of transmittal sent to Gamehost Security Holders for use
in connection with the Arrangement.



“Liens” means (a) any mortgage, charge, pledge, hypothecation, security interest, assignment by way
of security, lien (statutory or otherwise), conditional sale agreement, deposit arrangement or
title retention agreement; (b) any trust arrangement; (c) any arrangement which creates a right of
set-off out of the ordinary course of business; (d) any option, warrant, right or privilege capable
of becoming a transfer; (e) any other encumbrance of any nature which, in substance, secures
payment or performance of an obligation; or (f) any agreement to grant any such rights or
interests.



“New Onco” means 1517680 Alberta ULC, an unlimited liability corporation existing under the laws of
the Province of Alberta and a direct wholly-owned subsidiary of 1517678 Alberta ULC as contemplated
in the Pre-Arrangement Transactions (as defined in the Arrangement Agreement).



“New Onco Shares” means the common shares in the capital of New Onco.



“Onco Alberta” means [insert name], the unlimited liability corporation subsisting under the laws
of the Province of Alberta and formerly named Oncothyreon Canada Inc. prior to its continuance
under the ABCA as unlimited liability corporation under the laws of the Province of Alberta as
contemplated in the Pre-Arrangement Transactions (as defined in the Arrangement Agreement), and
where the context requires includes any successor corporation;



“Onco Alberta Subco” means 1518025 Alberta ULC, an unlimited liability corporation incorporated
under the laws of Province of Alberta and a direct wholly-owned subsidiary of Onco Alberta;



“Onco Alberta Subco Shares” means the common shares in the capital of Onco Alberta Subco.



“Onco BC” means [insert name], the corporation subsisting under the laws of the Province of
Alberta and formerly named 0811769 B.C. ULC prior to its continuance under the ABCA as a limited
corporation as contemplated in the Pre-Arrangement Transactions (as defined in the Arrangement
Agreement) and where the context requires includes any successor corporation;



“Onco BC Class A Shares” means the Class A voting common shares in the capital of Onco BC;







A-4









 







“Onco BC Class B Shares” means the Class B preferred shares in the capital of Onco BC;



“Onco BC Redeemable Shares” means the redeemable shares in the capital of Onco BC created pursuant
to Section 2.2 (h) of this Plan of Arrangement.



“Onco BC Shares” means, collectively, the Class A Shares and the Class B Shares in the capital of
Onco BC.



“Onco BC Shareholders” means the holders of Onco BC Shares prior to the Effective Time.



“Onco US” means Oncothyreon Inc., a corporation subsisting under the laws of the State of Delaware;



“Person” includes any individual, firm, partnership, limited partnership, limited liability
partnership, joint venture, venture capital fund, limited liability company, unlimited liability
company, association, trust, trustee, executor, administrator, legal personal representative,
estate, body corporate, corporation, company, unincorporated association or organization,
Governmental Entity, syndicate or other entity, whether or not having legal status.



“Plan of Arrangement” means this plan of arrangement proposed under Section 193 of the ABCA, and
any amendments or variations thereto made in accordance with Section 6.1 of the Arrangement
Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order.



“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect
and as may be promulgated or amended from time to time.



“Transfer” has the meaning set out in Section 2.2 (b) of this Plan of Arrangement.



“Transferred Liabilities” means the Assumed Liabilities as such term is defined in the Divestiture
Agreement.




Section 1.2 Interpretation Not Affected by Headings, etc.




     The division of this Plan of Arrangement into Articles, sections, and other portions and the
insertion of headings are for convenience of reference only and shall not affect the construction
or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “section”
followed by a number and/or a letter refer to the specified Article or section of this Plan of
Arrangement. The terms “hereof, “herein” and “hereunder” and similar expressions refer to this
Plan of Arrangement and not to any particular Article, section or other portion hereof.



Section 1.3 Rules of Construction




     In this Plan of Arrangement, unless the context otherwise requires, (i) words importing the
singular number include the plural and vice versa, (ii) words importing any gender include all
genders, and (iii) “include”, “includes” and “including” shall be deemed to be followed by the
words “without limitation”.



Section 1.4 Currency




     Unless otherwise stated, all references in this Plan of Arrangement to sums of money are
expressed in lawful money of Canada.



Section 1.5 Date for Any Action




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



Section 1.6 References to Dates, Statutes, etc.




     In this Plan of Arrangement, references from or through any date mean, unless otherwise
specified, from and including that date and/or through and including that date, respectively.



A-5









 





     In this Plan of Arrangement, unless something in the subject matter or context is inconsistent
therewith or unless otherwise herein provided, a reference to any statute, regulation, direction or
instrument is to that statute, regulation, direction or instrument as now enacted or as the same
may from time to time be amended, re-enacted or replaced, and in the case of a reference to a
statute, includes any regulations, rules, policies or directions made thereunder. Any reference in
this Plan of Arrangement to a Person includes its heirs, administrators, executors, legal personal
representatives, predecessors, successors and permitted assigns. References to any contract are to
that agreement or contract as amended, modified or supplemented from time to time in accordance
with its terms.



Section 1.7 Time




     Time shall be of the essence in every matter or action contemplated hereunder. All times
expressed herein are local time in Calgary, Alberta, unless otherwise expressly stipulated herein.



ARTICLE 2

THE ARRANGEMENT




     This Plan of Arrangement is made pursuant to the Arrangement Agreement.



Section 2.1 Binding Effect




     This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement
and the issuance of the Certificate of Arrangement, will become effective, and be binding on:




	 	(i)	 	Gamehost, Onco US, Onco BC, Onco Alberta, Onco Alberta
Subco and New Onco; and
	 
	 	(ii)	 	all holders and beneficial owners of each of the
Gamehost Units, Gamehost Subsidiary LP Exchangeable Units, Onco BC Shares,
Onco Alberta Shares, Onco Alberta Subco Shares, New Onco Shares, Onco BC
Redeemable Shares and Gamehost Inc. New Common Shares;




at and after, the Effective Time without any further act or formality required on the part of any
Person, except as expressly provided herein.




Section 2.2 Effective Time




     Commencing at the Effective Time and in the order set out below, subject to the terms and
conditions of the Arrangement Agreement, the following events or transactions shall occur and shall
be deemed to occur in the following sequence without any further act or formality:



     Amendments to the Gamehost and Gamehost LP Constating Documents




	 	(a)	 	one minute following the Effective Time, each of the Gamehost Trust Agreement
and the Gamehost LP Agreement shall be deemed to be amended to the extent necessary to
facilitate the Arrangement and the implementation of the steps and transactions
described herein, whether or not such amendments are reflected in a further amended and
restated Gamehost Trust Agreement and/or amended and restated Gamehost LP Agreement, as
applicable;





     Transfer of Onco BC and Onco Alberta Assets and Liabilities




	 	(b)	 	two minutes following the Effective Time, each of Onco BC and Onco Alberta
shall transfer, assign and convey (the “Transfer”) the Divested Assets to Onco Alberta
Subco and, in consideration thereof, Onco Alberta Subco shall assume (the “Assumption”)
the Transferred Liabilities as well as issue to Onco Alberta 99 fully paid and
non-assessable Onco Alberta Subco Shares and to Onco BC 1 fully paid and non-assessable
Onco Alberta Subco Share, all on terms




A-6









 






	 	 	 	and conditions set forth in the Divestiture Agreement. The Transfer and the
Assumption shall be deemed to:






	 	(i)	 	operate as a novation by substitution of each of Onco
BC and Onco Alberta by Onco Alberta Subco with respect to all Transferred
Liabilities such that each of Onco BC and Onco Alberta shall be fully and
irrevocably released and forever discharged by all Persons with respect to
all Transferred Liabilities by the effect of such novation;
	 
	 	(ii)	 	transfer, assign and convey to Onco Alberta Subco all
rights, defences and counterclaims, of any kind whatsoever, that each of
Onco BC and Onco Alberta ever had, now has or may have in the future or
prior to the Effective Time in connection with the Transferred Liabilities;
and
	 
	 	(iii)	 	operate as a novation by substitution of each of Onco
BC and Onco Alberta by Onco Alberta Subco as a creditor of all rights,
benefits and interests in connection with the Divested Assets that each of
Onco BC and Onco Alberta ever had, now has or may have in the future or
prior to the Effective Time;





     Exchange of Onco BC Shares for New Onco Shares




	 	(c)	 	[intentionally deleted]
	 
	 	(d)	 	four minutes following the Effective Time, each Onco BC Share issued and
outstanding immediately prior to the Effective Time shall be transferred to New Onco
free and clear of all Liens in exchange for the issuance of one New Onco Share;
	 
	 	(e)	 	upon the exchange of Onco BC Shares for New Onco Shares in Section 2.2(d)of
this Plan of Arrangement:






	 	(i)	 	each former Onco BC Shareholder shall cease to be a
Onco BC Shareholder and the name of each such former Onco BC Shareholder
shall be removed from the registers of Onco BC Shareholder;
	 
	 	(ii)	 	each former Onco BC Shareholder shall become a New Onco
Shareholder and shall be added to the register of New Onco Shareholders;
and
	 
	 	(iii)	 	New Onco shall become the holder of the Onco BC Shares
so exchanged and shall be added to the register of Onco BC Shareholders in
respect thereof;





     Loan to Onco BC




	 	(f)	 	five minutes following the Effective Time, Gamehost shall loan to Onco BC the
Gamehost Loan Amount and Onco BC will issue and deliver to Gamehost the Gamehost Loan
Promissory Note;





     Subscription for Onco Alberta Subco Shares




	 	(g)	 	six minutes following the Effective Time, Onco BC will subscribe for 7,825,000
Onco Alberta Subco Shares in consideration for the Gamehost Loan Amount less $600,000;





     Amendments to Onco BC Articles




	 	(h)	 	seven minutes following the Effective Time, the articles of Onco BC will be
amended to:






	 	(i)	 	change the name of Onco BC to “Gamehost Inc.”;




A-7









 






	 	(ii)	 	amend the Onco BC Shares to become “Onco BC Redeemable
Shares” and designated as ‘Class A Redeemable Preferred Shares’ with the
rights, privileges, restrictions and conditions attached thereto as set
forth on Schedule “A” to this Plan of Arrangement;
	 
	 	(iii)	 	create an unlimited number of “Gamehost Inc. New
Common Shares”, being a new class of common shares of Onco BC designated as
the ‘Common Shares’ with the rights, privileges, conditions and
restrictions attached thereto as set forth on Schedule “A” to this Plan of
Arrangement;
	 
	 	(iv)	 	create an unlimited number of “Preferred Shares”, being
a new class of preferred shares of Onco BC, issuable in series designated
as the ‘Preferred Shares’ with the rights, privileges, conditions and
restrictions attached thereto as set forth on Schedule “A” to this Plan of
Arrangement;
	 
	 	(v)	 	eliminate the restrictions on share transfers, if any;





     Subscription by Onco BC for Gamehost Units




	 	(i)	 	eight minutes following the Effective Time, Onco BC will subscribe for $600,000
worth of Gamehost Units at a deemed subscription price per Unit equal to the volume
weighted average trading price of the Gamehost Units as traded on the Toronto Stock
Exchange for the 20 day period ending on the date that is 5 trading days prior to the
Effective Date, such subscription price payable in cash at the Effective Time;





     Dividend Payment by Onco BC to Newco Onco




	 	(j)	 	nine minutes following the Effective Time, Onco BC will declare and pay a
dividend to New Onco on the shares of Onco BC held by New Onco, such dividend to be
satisfied by Onco BC distributing all of the Gamehost Units held by it to New Onco;





     Exchange of Gamehost Securities




	 	(k)	 	ten minutes following the Effective Time, all of the Gamehost Units issued and
outstanding immediately prior to the Effective Time shall be sold, assigned and
transferred to Onco BC (free and clear of any Liens) solely in exchange for Gamehost
Inc. New Common Shares issued on the basis of one Gamehost Inc. New Common Share for
each one Gamehost Unit so sold, assigned and transferred;
	 
	 	(l)	 	upon the exchange of Gamehost Units for Gamehost Inc. New Common Shares in
Section 2.2 (k) of this Plan of Arrangement:






	 	(i)	 	each former Gamehost Unitholder shall cease to be a
Gamehost Unitholder and the name of each such former Gamehost Unitholder
shall be removed from the registers of Gamehost Unitholders;
	 
	 	(ii)	 	each former Gamehost Unitholder shall become a Gamehost
Inc. New Common Shareholder and shall be added to the register of Gamehost
Inc. New Common Shareholders; and
	 
	 	(iii)	 	Onco BC shall become the holder of the Gamehost Units
so exchanged and shall be added to the register of Gamehost Unitholders in
respect thereof;






	 	(m)	 	also ten minutes following the Effective Time, all of the Gamehost Subsidiary
LP Exchangeable Units issued and outstanding immediately prior to the Effective Time
shall be sold, assigned and transferred to Onco BC (free and clear of any Liens) solely
in exchange for Gamehost Inc. New




A-8









 






	 	 	 	Common Shares issued on the basis of one Gamehost Inc. New Common Share for each one
Gamehost Subsidiary LP Exchangeable Unit so sold, assigned and transferred;
	 
	 	(n)	 	upon the exchange of Gamehost Subsidiary LP Exchangeable Units for Gamehost
Inc. New Common Shares in Section 2.2(m) of this Plan of Arrangement:






	 	(i)	 	each former Gamehost Subsidiary LP Exchangeable
Unitholder shall cease to be a Gamehost Subsidiary LP Exchangeable
Unitholder and the name of each such former Gamehost Subsidiary LP
Exchangeable Unitholder shall be removed from the registers of Gamehost
Subsidiary LP Exchangeable Unitholder;
	 
	 	(ii)	 	each former Gamehost Subsidiary LP Exchangeable
Unitholder shall become a Gamehost Inc. New Common Shareholder and shall be
added to the register of Gamehost Inc. New Common Shareholders; and
	 
	 	(iii)	 	Onco BC shall become the holder of the Gamehost
Subsidiary LP Exchangeable Units so exchanged and shall be added to the
register of Gamehost Subsidiary LP Exchangeable Unitholders in respect
thereof;





     Replacement of Directors




	 	(o)	 	eleven minutes after the Effective Time, the incumbent directors of Onco BC
will, and will be deemed to, have resigned and be replaced, as directors by the
trustees of Gamehost in office as of the Effective Time;





     Dividend Payment by Onco Alberta to Onco BC




	 	(p)	 	twelve minutes following the Effective Time, Onco Alberta will declare and pay
a dividend to Onco BC on the shares of Onco Alberta held by Onco BC, such dividend to
be satisfied by Onco Alberta distributing all of the Onco Alberta Subco Shares held by
it to Onco BC;





     Redemption of Onco BC Redeemable Shares




	 	(q)	 	thirteen minutes following the Effective Time, Onco BC will redeem the Onco BC
Redeemable Shares and the redemption price of the Onco BC Redeemable Shares will be
satisfied by Onco BC distributing all of the issued and outstanding Onco Alberta Subco
Shares on a pro rata basis;





     Dissolution of Onco Alberta Subco




	 	(r)	 	fourteen minutes following the Effective Time, Onco Alberta Subco shall be and
will be deemed to have been wound-up and shall transfer, assign and convey to New Onco
all of the property, liabilities and assets of Onco Alberta Subco;
	 
	 	(s)	 	fifteen minutes following the Effective Time, Onco Alberta Subco will be
dissolved;





     Amalgamation




	 	(t)	 	sixteen minutes after the Effective Time Onco BC and Onco Alberta shall be
amalgamated (the “Amalgamation”) with the same effect as provided in Sections 15.6, 181
and 186 of the ABCA and, as such, shall continue in existence as one and the same
company, being “Amalco”, under the ABCA on the following terms and conditions:






	 	(i)	 	the name of Amalco shall be “Gamehost Inc.”;
	 
	 	(ii)	 	Amalco shall be a “limited corporation” as defined in
section 15.1 of the ABCA;




A-9









 






	 	(iii)	 	the capital of Amalco will consist of (i) an unlimited
number common shares designated as the ‘Amalco Common Shares’ with the
rights, privileges, conditions and restrictions attached thereto as set
forth on Schedule “B” to this Plan of Arrangement, and (ii) an unlimited
number of preference shares, issuable in series and designated as the
‘Amalco Preference Shares’ with the rights, privileges, conditions and
restrictions attached thereto as set forth on Schedule “B” to this Plan of
Arrangement;
	 
	 	(iv)	 	there shall be no restrictions on the activities that
Amalco is authorized to carry on, nor any restrictions on the transfer of
Amalco Common Shares or the Amalco Preference Shares;
	 
	 	(v)	 	the board of directors of Amalco will consist of not
less than three and not more than ten directors, the exact number of which
shall be determined by the directors from time to time;
	 
	 	(vi)	 	the directors of Amalco shall have the right to appoint
one or more additional directors, who shall hold office for a term expiring
no later than the close of the next annual meeting of holders of the Amalco
Common Shares, but the total number of directors so appointed shall not
exceed one-third of the number of directors elected at the previous annual
meeting of the holders of the Amalco Common Shares;
	 
	 	(vii)	 	the first directors of Amalco who shall hold office
until the next annual meeting of holders of the Amalco Common Shares or
until their successors are elected or appointed, shall be the persons who
were the directors of Onco BC immediately preceding the Amalgamation and
in each case their address will be care of Amalco at the address of its
registered office;
	 
	 	(viii)	 	the by-laws of Amalco shall be the by-laws proposed by Gamehost in the
Gamehost Circular as being the by-laws for Amalco, subject to any
amendments or revisions thereto as the board of directors of Amalco may
consider prudent and in the best interest of Amalco and its shareholders;
	 
	 	(ix)	 	all of the rights and properties of Onco BC and Onco
Alberta immediately before the Amalgamation become the rights and
properties of Amalco by virtue of the Amalgamation;
	 
	 	(x)	 	all of the liabilities of Onco BC and Onco Alberta
immediately before the Amalgamation become the liabilities of Amalco by
virtue of the Amalgamation;
	 
	 	(xi)	 	on the Amalgamation:






	 	(A)	 	each Gamehost Inc. New Common Share issued and
outstanding immediately prior to the Amalgamation shall become one
Amalco Common Share;
	 
	 	(B)	 	all of the shares of Onco Alberta issued and
outstanding immediately prior to the Amalgamation shall be cancelled
without any repayment of capital in respect of those shares; and
	 
	 	(C)	 	the financial year-end of Amalco shall be
December 31, with the first such year end being December 31, 2010; and




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     Auditors




	 	(u)	 	the auditors of Amalco will be Heywood Holmes & Partners LLP, who shall
continue in the office until the close of business of the next annual meeting of the
holders of shareholders of Amalco, and the directors of Amalco are authorized to fix
the remuneration of such auditors.





ARTICLE 3

CERTIFICATES AND PAYMENTS




Section 3.1 Payment of Consideration in respect of Onco BC





	 	(a)	 	As soon as practicable following the Effective Date, Onco BC shall cause to be
delivered for the benefit of the former holders of Gamehost Units, Gamehost Subsidiary
LP Exchangeable Units and Onco BC Shares, certificates representing, in the aggregate,
the Gamehost Inc. New Common Shares to which such holders are entitled to pursuant to
Section 2.2 of this Plan of Arrangement. Onco BC will, as soon as practicable
following the later of the Effective Date and the date of deposit (by a former holder
of Gamehost Units, Gamehost Subsidiary LP Exchangeable Units or Onco BC Shares
exchanged under the Arrangement) of a duly completed Letter of Transmittal and the
certificates representing such Gamehost Units, Gamehost Subsidiary LP Exchangeable
Units or Onco BC Shares, as applicable, either:






	 	(i)	 	forward or cause to be forwarded by first class mail
(postage prepaid) or, in the case of postal disruption, by such other means
as the Gamehost Depositary may deem prudent, to such former holder of
Gamehost Units, Gamehost Subsidiary LP Exchangeable Units or Onco BC
Shares, as applicable, at the address specified in the letter of
transmittal; or
	 
	 	(ii)	 	if requested by such holders in the Letter of
Transmittal, make available or cause to be made available at the Gamehost
Depositary for pickup by such holder;






	 	 	 	certificates representing the number of Gamehost Inc. New Common Shares issued to
such holder under the Arrangement.
	 
	 	(b)	 	Where a certificate formerly representing Gamehost Units, Gamehost Subsidiary
LP Exchangeable Units or Onco BC Shares is not deposited with all other documents as
provided for in Section 3.1 (a) of this Plan of Arrangement on or prior to the sixth
anniversary date of the Effective Time, it will cease to represent a right or claim of
any kind or nature against or in Onco BC and shall be deemed to have been surrendered
to Onco BC together with all distributions and sale proceeds thereon held for such
holder. All such certificates surrendered to Onco BC shall be cancelled.
	 
	 	(c)	 	No holder of Gamehost Units, Gamehost Subsidiary LP Exchangeable Units or Onco
BC Shares shall be entitled to receive any consideration with respect to such Gamehost
Units, Gamehost Subsidiary LP Exchangeable Units or Onco BC Shares other than the
consideration to which such holder is entitled to receive in accordance with Section
2.2 and Section 3.1 of this Plan of Arrangement and, for greater certainty, no such
holder with be entitled to receive any interest, dividends, premium or other payment in
connection therewith, other than any declared but unpaid dividends.





Section 3.2 Lost Certificates in respect of Gamehost, Gamehost LP or Onco BC




     In the event any certificate which immediately prior to the Effective Time represented one or
more outstanding Gamehost Units, Gamehost Subsidiary LP Exchangeable Units or Onco BC Shares that
were exchanged pursuant to Section 2.2 of this Plan of Arrangement shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to
be lost, stolen or destroyed, the Gamehost Depositary will issue in exchange for such lost, stolen
or destroyed certificate, Gamehost Inc. New



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Common Shares deliverable in accordance with such holder’s Letter of Transmittal. When
authorizing such delivery in exchange for any lost, stolen or destroyed certificate, the Person to
whom such certificate is to be delivered shall as a condition precedent to such delivery, give a
bond satisfactory to Onco BC and the Gamehost Depositary (each acting reasonably) in such sum as
Onco BC may direct, or otherwise indemnify Onco BC in a manner satisfactory to Onco BC acting
reasonably, against any claim that may be made against Onco BC with respect to the certificate
alleged to have been lost, stolen or destroyed.




Section 3.3 Withholding Rights




     Gamehost Inc. and the Gamehost Depositary shall be entitled to deduct and withhold from any
amount payable to any Person under the Plan of Arrangement, such amounts as Gamehost or the
Gamehost Depositary determines, acting reasonably, are required or permitted to be deducted and
withheld with respect to such payment under the Tax Act, the United States Internal Revenue Code of
1986 or any provision of any other applicable Law, in each case, as amended or succeeded and
subject to the provisions of any applicable income tax treaty between Canada and the country where
the holder is resident. To the extent that amounts are so withheld, such withheld amounts shall be
treated for all purposes hereof as having been paid to the Person in respect of which such
withholding was made, provided that such amounts are actually remitted to the appropriate taxing
authority.



ARTICLE 4

AMENDMENTS




Section 4.1 Amendments to Plan of Arrangement





	 	(a)	 	Onco US and Gamehost may amend, modify and/or supplement this Plan of
Arrangement at any time and from time to time prior to the Effective Time, provided
that each such amendment, modification and/or supplement must:






	 	(i)	 	comply with the terms of the Arrangement Agreement;
	 
	 	(ii)	 	be set out in writing;
	 
	 	(iii)	 	be filed with the Court and, if made following the
Gamehost Meeting, be approved by the Court; and
	 
	 	(iv)	 	be communicated to holders of Onco BC Shares, Onco
Alberta Shares, Gamehost Units and Gamehost Subsidiary LP Exchangeable
Units, if and as required by the Court.






	 	(b)	 	Any amendment, modification or supplement to this Plan of Arrangement may be
proposed by Onco US or Gamehost, with the consent of the other, at any time prior to
the Gamehost Meeting with or without any other prior notice or communication, and if so
proposed and accepted by the Persons voting at the Gamehost Meeting (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 or directed by the Court following the Gamehost Meeting shall be effective
only if:






	 	(i)	 	such amendment, modification or supplement is made in
accordance with the terms and conditions of the Arrangement Agreement; and
	 
	 	(ii)	 	if required by the Court, it is consented to by the
requisite number of holders of Gamehost Units and Gamehost Subsidiary LP
Exchangeable Units, voting in the manner directed by the Court.






	 	(d)	 	Any amendment, modification or supplement to this Plan of Arrangement may be
made following the Effective Date unilaterally by Onco BC, provided that it concerns a
matter which, in the




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	 	 	 	reasonable opinion of Onco BC, is of an administrative nature required to better
give effect to the implementation of this Plan of Arrangement and is not adverse to
the economic interest of any former holder of Onco BC Shares.
	 
	 	(e)	 	This Plan of Arrangement or portions thereof may be withdrawn prior to the
Effective Time in accordance with the terms of the Arrangement Agreement.





ARTICLE 5

FURTHER ASSURANCES




Section 5.1 Further Assurances




     Notwithstanding that the transactions and events set out herein shall occur and shall be
deemed to occur in the order set out in this Plan of Arrangement within the meaning of Section 193
of the ABCA and shall become effective 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 either of them in order further to document or evidence any of the
transactions or events set out herein.



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Schedule “A” — Gamehost Inc. Share Terms



Common Shares



The rights, privileges, restrictions and conditions attaching to the Common Shares are as follows:





	 	(i)	 	Payment of Dividends: The holders of the Common Shares will be entitled to receive
dividends if, as and when declared by the board of directors of the Corporation out of the
assets of the Corporation properly applicable to the payment of dividends in such amounts
and payable in such manner as the board of directors may from time to time determine.
Subject to the rights of the holders of any other class of shares of the Corporation
entitled to receive dividends in priority to or concurrently with the holders of the Common
Shares, the board of directors may in its sole discretion declare dividends on the Common
Shares to the exclusion of any other class of shares of the Corporation.
	 
	 	(ii)	 	Participation upon Liquidation, Dissolution or Winding Up: In the event of the
liquidation, dissolution or winding up of the Corporation or other distribution of assets
of the Corporation among its shareholders for the purpose of winding up its affairs, the
holders of the Common Shares will, subject to the rights of the holders of any other class
of shares of the Corporation entitled to receive assets of the Corporation upon such a
distribution in priority to or concurrently with the holders of the Common Shares, be
entitled to participate in the distribution. Such distribution will be made in equal
amounts per share on all the Common Shares at the time outstanding without preference or
distinction.
	 
	 	(iii)	 	Voting Rights: The holders of the Common Shares will be entitled to receive notice of
and to attend all annual and special meetings of the shareholders of the Corporation and to
one vote in respect of each Common Share held at all such meetings.




Preferred Shares 



The rights, privileges, restrictions and conditions attaching to the Preferred Shares, exclusive of
the Class A Redeemable Preferred Shares which shall be a separate class of shares in the capital of
the Corporation, are as follows:





	 	(a)	 	the Preferred Shares may from time to time be issued in one or more series, and
the board of directors of the Corporation may fix from time to time before such issue
the number of Preferred Shares which is to comprise each series and the designation,
rights, privileges, restrictions and conditions attaching to each series of Preferred
Shares including, without limiting the generality of the foregoing, any voting rights,
the rate or amount of dividends or the method of calculating dividends, the dates of
payment thereof, the terms and conditions of redemption, purchase and conversion, if
any, and any sinking fund or other provisions;
	 
	 	(b)	 	the Preferred Shares of each series shall, with respect to the payment of
dividends and the distribution of assets or return of capital in the event of
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary, or any other return of capital or distribution of assets of the
Corporation among its shareholders for the purpose of winding-up its affairs, be
entitled to preference over the Common Shares, and over any other shares of the
Corporation ranking by their terms junior to the Preferred Shares. The Preferred
Shares of any series may also be given such other preferences, not inconsistent with
the articles of the Corporation, over the Common Shares, and any other shares of the
Corporation ranking by their terms junior to the Preferred Shares as may be fixed in
accordance with subclause (a) above; and
	 
	 	(c)	 	if any cumulative dividends or amounts payable on the return of capital in
respect of a series of Preferred Shares are not paid in full, all series of Preferred
Shares shall participate rateably in respect of accumulated dividends and return of
capital.




A-14









 










Class A Redeemable Preferred Shares 



The rights, privileges, restrictions and conditions attaching to the Class A Redeemable Preferred
Shares are as follows:





	 	(i)	 	Payment of Dividends: The holders of the Class A Redeemable Preferred Shares will not
be entitled to receive any dividends thereon.
	 
	 	(ii)	 	Participation upon Liquidation, Dissolution or Winding Up: In the event of the
liquidation, dissolution or winding up of the Corporation or other distribution of assets
of the Corporation among its shareholders for the purpose of winding up its affairs, the
holders of the Class A Redeemable Preferred Shares will be entitled to receive from the
assets of the Corporation the Redemption Amount (as defined below) before any amount is
paid or any assets of the Corporation are distributed to the holders of any Common Shares,
Preferred Shares or shares of any other class ranking junior to the Class A Redeemable
Preferred Shares. After payment to the holders of the Class A Redeemable Preferred Shares
of the amount so payable to them as above the holders of the Class A Redeemable Preferred
Shares will not be entitled to receive any further assets of the Corporation in any further
distribution of assets of the Corporation among its shareholders for the purpose of winding
up its affairs.
	 
	 	(iii)	 	Redemption by Corporation: The Corporation shall, subject to the requirements of the
Business Corporations Act (Alberta), at the time specified in articles of arrangement of
the Corporation in respect of which this Schedule “A” is incorporated, redeem each Class A
Redeemable Preferred Share in accordance with the plan of arrangement forming part of such
articles of arrangement and distribute to the holder of the Class A Redeemable Preferred
Shares the assets of the Corporation specified therein in such plan of arrangement (the
“Redemption Amount”). No notice of redemption or other act or formality on the part of the
Corporation shall be required to call the Class A Redeemable Preferred Shares for
redemption.
	 
	 	(iv)	 	Voting Rights: The holders of the Class A Redeemable Preferred Shares will be entitled
to receive notice of and to attend any annual or special meetings of the shareholders of
the Corporation and will be entitled to vote in respect of any Class A Redeemable Preferred
Share held as at any such meetings.




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Schedule “B” — Amalco Share Terms




1. COMMON SHARES



Subject to the rights of any class of shares that are expressed to rank prior to them, the Common
Shares shall have the following rights, privileges, restrictions and conditions:



(a) Payment of Dividends



The holders of the Common Shares shall be entitled to receive dividends if, as and when declared by
the Board of Directors of the Corporation out of the assets of the Corporation properly applicable
to the payment of dividends in such amounts and payable in such manner as the Board of Directors
may from time to time determine. Subject to the rights of the holders of any other class of shares
of the Corporation entitled to receive dividends in priority to or rateably with the holders of the
Common Shares, the Board of Directors may in their sole discretion declare dividends on the Common
Shares to the exclusion of any other class of shares of the Corporation.



(b) Participation upon Liquidation, Dissolution or Winding-Up



In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution
of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the
holders of the Common Shares shall, subject to the rights of the holders of any other class of
shares of the Corporation entitled to receive the assets of the Corporation upon such a
distribution in priority to or rateably with the holders of the Common Shares, be entitled to
participate rateably in any distribution of the assets of the Corporation.



(c) Voting Rights



The holders of the Common Shares shall be entitled to receive notice of and to attend all annual
and special meetings of the shareholders of the Corporation and to one (1) vote in respect of each
Common Share held at all such meetings.




2. PREFERENCE SHARES



Subject to the rights of any class of shares that are expressed to rank prior to them, the
Preference Shares shall have the following rights, privileges, restrictions and conditions:



(a) Directors’ Rights to Issue in One or More Series



The Preference Shares may at any time or from time to time be issued in one or more series, each
series to consist of such number of shares as may, before the issue thereof, be determined by
resolution of the Board of Directors of the Corporation.



(b) Directors to Fix Terms of Each Series



The Board of Directors of the Corporation shall (subject as hereinafter provided) by resolution
fix, from time to time, before the issue thereof, the rights, privileges, restrictions and
conditions attaching to the Preference Shares of each series including, without limiting the
generality of the foregoing, the rate or amount of dividends or the method of calculating
dividends, the dates of payment thereof, the redemption and/or purchase prices and terms and
conditions of redemption and/or purchase, any conversion rights and any sinking fund or other
provisions, the whole to be subject to the issue of a certificate of amendment setting forth the
rights, privileges, restrictions and conditions attaching to the Preference Shares of such series.







A-16









 







(c) 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 liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or any other distribution of the assets of the Corporation among
its shareholders for the purpose of winding up its affairs, rank on a parity with the Preference
Shares of every other series and be entitled to priority over the Common Shares and over any other
shares of the Corporation ranking junior to the Preference Shares. The Preference Shares of any
series may also be given such other preferences, not inconsistent with provisions hereof, over the
Common Shares and over any other shares of the Corporation ranking junior to the Preference Shares
as may be fixed in accordance with paragraph 2(a) hereof.



(d) Liquidation, Dissolution and Winding-Up Rights



In the event of the liquidation, dissolution, winding-up or other distribution of assets of the
Corporation, the holders of the Preference Shares will be entitled to receive the amount paid up
thereon together with all accrued and unpaid dividends, whether or not earned or declared, the
whole before any amount shall be paid to holders of the Common Shares and any other shares of the
Corporation ranking junior to the Preference Shares.



(e) Voting Rights



Except as required by law, the holders of the Preference Shares shall not be entitled to receive
notice of nor to attend any meetings of the shareholders of the Corporation and shall not be
entitled to vote thereat.











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EXHIBIT B

FORM OF INDEMNITY AGREEMENT



THIS INDEMNITY AGREEMENT is dated as of the • day of •, 2010,



AMONG:





	 	 	 	GAMEHOST INC. (hereinafter referred to as “Old Onco”), a corporation subsisting
under the Laws of the Province of Alberta and successor to the business of Gamehost
Income Fund (“Gamehost”)




AND:





	 	 	 	ONCOTHYREON INC., a corporation subsisting under the Laws of the State of Delaware
(hereinafter referred to as “Onco US”); and
	 
	 	 	 	1517680 ALBERTA ULC (hereinafter referred to as “New Onco”), an unlimited liability
corporation subsisting under the Laws of the Province of Alberta and successor to
the business of each of Oncothyreon Canada Inc. (“Onco Alberta”) and 0811769 B.C.
ULC (“Onco BC”)





WHEREAS:





	A.	 	Gamehost, Onco US, Onco Alberta and Onco BC are parties to an arrangement agreement (the
“Arrangement Agreement”) dated February 17, 2010 pursuant to which the Parties (defined below)
to this agreement (the “Agreement”) will engage in an arrangement of Onco Alberta and Onco BC
(the “Arrangement”) under the provisions of the Business Corporations Act (Alberta);
	 
	B.	 	It was a condition of the Arrangement Agreement that the Parties enter into this Agreement in
connection with the Arrangement; and
	 
	C.	 	The Parties have entered into this Agreement in connection with, and as one of the steps of,
the Arrangement.




NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and
valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties
do hereby covenant and agree as follows:




ARTICLE 1

DEFINITIONS




1.1 Definitions



Capitalized terms used but not defined herein have the meaning ascribed thereto in the Arrangement
Agreement. In this Agreement, unless there is something in the context or subject matter
inconsistent therewith, the following defined terms have the meanings hereinafter set forth:



“20 Day Period” has the meaning ascribed thereto in Section 3.2(b)(i);



“Arrangement Agreement” has the meaning ascribed to in the first recital above;






B-1









 







“Assessment” has the meaning ascribed thereto in Section 3.1(c);



“CRA” means the Canada Revenue Agency;



“Indemnified Party” has the meaning ascribed thereto in Section 3.2(a);



“Indemnifying Party” has the meaning ascribed thereto in Section 3.2(a);



“Losses” means, in respect of any and all matters, all losses, liabilities, claims, costs, damages,
expenses, charges, fines, penalties, interest charges, assessments or other liabilities whatsoever
(including legal fees and disbursements on a solicitor and client basis and fees and disbursements
of experts) arising out of, resulting from, attributable to or connected with such matter;



“Materiality Representations and Warranties” means the representations and warranties in Sections
4.1 and 4.2 of the Arrangement Agreement that are subject to “materiality”, “material”, “Material
Adverse Effect” or “Material Adverse Change” or similar qualifications, if any;



“New Onco Surviving Agreement Default” has the meaning ascribed thereto in Section 2.1;



“Notice of Claim” means a notice in writing by a Party of a claim for Losses pursuant to this
Agreement;



“Old Onco Surviving Agreement Default” has the meaning ascribed thereto in Section 2.2;



“Other Claim” has the meaning ascribed thereto in Section 3.2(i);



“Parties” means, collectively, the parties to this Agreement, and “Party” means any one of them;



“Statement” has the meaning ascribed thereto in Section 3.1(c);



“Surviving Agreement Default” means an Old Onco Surviving Agreement Default or a New Onco Surviving
Agreement Default, as the case may be;



“Tax Default Indemnity Amount” means the amount of indemnity to which Old Onco is entitled under
this Agreement as a result of a Tax Loss;



“Tax Indemnity Issue” means any issue in respect of which there may be Tax Losses;



“Tax Losses” means Taxes, the liability for which constitutes a New Onco Surviving Agreement
Default;



“Third Party” has the meaning ascribed thereto in Section 3.2(f); and



“Third Party (Non-Tax) Claim” has the meaning ascribed thereto in Section 3.2(a).




B-2









 








ARTICLE 2

LIABILITY AND INDEMNITY




2.1 General Indemnity of New Onco



Subject to the limitations set out in this Agreement, Onco US and New Onco will be jointly and
severally liable to Old Onco for all Losses which it may suffer, sustain, pay or incur, and will
indemnify and hold Old Onco harmless from and against all Losses which may be brought against or
suffered by Old Onco or which Old Onco may suffer, sustain, pay or incur arising out of, resulting
from, attributable to or connected with:





	(a)	 	any debts, liabilities, commitments or obligations of any nature (whether matured or
unmatured, accrued, fixed, contingent or otherwise) of any kind whatsoever resulting from any
matters, actions, events, facts or circumstances related to the activities, affairs or
business of Onco Alberta or Onco BC, or any of their Subsidiaries, which occurred prior to
Effective Time, including without limitation, as a result of:






	 	(i)	 	Claims relating to the Intellectual Property of any of them or the activity of
any of them and/or of their Subsidiaries in relation to the Intellectual Property,
including without limitation the development, reproduction, use, and sale or
distribution, of all or any part thereof, which infringes upon, or misappropriates, the
Intellectual Property Rights of any third Person;
	 
	 	(ii)	 	Claims relating to Taxes of any of them for any period of time prior to
Effective Time;
	 
	 	(iii)	 	Claims related to any public disclosure of Onco Alberta, including without
limitation the Onco Alberta Public Record and any disclosure relating to Onco US, Onco
BC, Onco Alberta or any of their Subsidiaries included in Gamehost Information Circular
(based on information provided by or approved by Onco US), for any period of time prior
to Effective Time;
	 
	 	(iv)	 	any violation of Applicable Laws, including without limitation applicable
Canadian Securities Laws or US Securities Laws, that occurred prior to Effective Time;
	 
	 	(v)	 	any failure to materially comply with the terms of any agreements, contracts,
indentures, licenses, permits, approvals to which it is or was party or which it is or
was subject to, or which has been entered into on its behalf or its constating
documents;
	 
	 	(vi)	 	Claims relating to the operation, performance, warranty, maintenance, service,
malfunction or liability of its products prior to Effective Time;
	 
	 	(vii)	 	Claims relating to workers’ compensation, including without limitation,
premiums in Canada or the United States;
	 
	 	(viii)	 	Claims relating to personal injuries or property damage; or
	 
	 	(ix)	 	Claims relating to violations of Environmental Laws or the release of Hazardous
Substances;






	(b)	 	any debts, liabilities, commitments or obligations of any nature (whether matured or
unmatured, accrued, fixed, contingent or otherwise) of any kind whatsoever resulting from any
matters, actions, events, facts or circumstances related to the activities, affairs or
business of Onco US or New Onco which occur on or after the Effective Time; and
	 
	(c)	 	any breach (including any failure or inaccuracy) of any of the representations and warranties
of Onco US, Onco Alberta or Onco BC contemplated under the Arrangement Agreement (including
the representation and warranty contemplated by Section 4.2(i)(vii) of the Arrangement
Agreement), or any failure of Onco US, Onco Alberta or Onco BC to perform or observe any
covenant or agreement to be performed by it under the Arrangement Agreement (excluding any






B-3











 






post-closing obligations relating to the transactions contemplated in the
Divestiture Agreement executed on closing of the Arrangement) as though such
representations, warranties, covenants and agreements survived the closing of
the Arrangement; provided, however, that for such purposes, the Materiality
Representations and Warranties shall be read and construed without reference to
the “materiality”, “material”, “Material Adverse Effect” or “Material Adverse
Change” and similar qualifications used therein;


(any of such circumstances referred to herein as a “New Onco Surviving Agreement Default”).





	2.2	 	Liability and Indemnity of Old Onco




Old Onco will be liable to Onco US and New Onco for all Losses which they may suffer, sustain, pay
or incur and will indemnify and hold Onco US and New Onco harmless from and against all Losses
which may be brought against or suffered by Onco US or New Onco or which they may suffer, sustain
or incur arising out of, resulting from, attributable to or connected with:





	(a)	 	any breach (including any failure or inaccuracy) of any of the representations and warranties
of Gamehost under the Arrangement Agreement or any failure of Gamehost to perform or observe
any covenant or agreement to be performed by it under the Arrangement Agreement as though such
representations, warranties, covenants and agreements survived the closing of the Arrangement;
provided, however, that for such purposes, the Materiality Representations and Warranties
shall be read and construed without reference to the “materiality”, “material”, “Material
Adverse Effect” or “Material Adverse Change” and similar qualifications used therein; and
	 
	(b)	 	any failure of Old Onco to perform or observe any post-closing covenant or agreement to be
performed by it under the Divestiture Agreement,




(any of such circumstances referred to herein as an “Old Onco Surviving Agreement Default”).





	2.3	 	Limitations






	(a)	 	No Party shall have any liability in connection with a Surviving Agreement Default unless the
Party or Parties claiming against such Party shall have delivered to such first-mentioned
Party a Notice of Claim respecting such Surviving Agreement Default within two years from the
date hereof. For greater certainty, a claim for Losses made under this Agreement for which a
Notice of Claim has been given shall continue for the purpose of giving effect to the
liability and indemnity provisions of this Agreement relating to such claim and shall be
subject to limitations of action laws as provided for in Section 3.3.
	 
	(b)	 	Losses or compensation for which any Party is entitled to claim for under this Agreement
shall be reduced by: (i) any net tax benefit received or receivable or available to such
Party, where such net tax benefit is related to or arises as a consequence of such Losses or
compensation or the payment thereof; and (ii) the amount of such Losses that are actually
reimbursed by insurance proceeds, net of any co-payments and increased premiums resulting from
such Losses or compensation; provided, however, that the possibility of receipt of any such
insurance proceeds shall not delay or reduce any Party’s obligations to pay in full such
Party’s liability and indemnity obligations under this Agreement when due (subject to
appropriate reimbursement to such Party if and when applicable insurance proceeds are actually
received as above contemplated). Upon making a full indemnity payment, a Party shall, to the
extent of the indemnity payment, be




B-4









 












	 	 	subrogated to all rights of the other Party against any third party in respect of such Claim
to which the indemnity payment relates.
	 
	(c)	 	No claims may be made by Old Onco relating to Taxes for any period prior to the Effective
Time if such Taxes arise or occur as a consequence of actions of Old Onco taken after the
Closing, including without limitation, the re-filing of any Tax return, making any election,
or making a different choice under GAAP.
	 
	(d)	 	The maximum aggregate liability of Onco US and New Onco, collectively, for a breach by Onco
US of the representation and warranty contemplated by Section 4.2(i)(vii) of the Arrangment
Agreement shall be $3,912,500.





ARTICLE 3

INDEMNITY PROCEDURES





	3.1	 	Procedure Regarding Tax Matters
	 
	(a)	 	Without the written consent of Onco US, Old Onco shall not allow or permit any person to:






	 	(i)	 	waive any time limitation, statutory or otherwise, for any matter in respect of
which there may be a Tax Indemnity Issue; or
	 
	 	(ii)	 	request or initiate in any manner a review, ruling or opinion of any Tax
Indemnity Issue by a tax authority;






	 	 	in respect of any taxation year of Old Onco, or any of its predecessors, ending on or before
the Effective Time.
	 
	(b)	 	Old Onco shall use all reasonable efforts to inform Onco US promptly of any audit or other
inquiry from any tax authority relating to a Tax Indemnity Issue. Onco US shall have the
exclusive right at its own expense and employing counsel of their own choice to communicate
with the tax authorities on all matters relating to Tax Indemnity Issues.
	 
	(c)	 	Old Onco will, within 30 days after receiving an assessment, reassessment, confirmation or
appeal or other notice in writing with respect to any matter that relates to or may reasonably
be expected to relate to a Tax Indemnity Issue (each of which is hereinafter referred to as an
“Assessment”), deliver to Onco US a copy of the Assessment together with a statement (the
“Statement”) setting out an estimate of the Tax Default Indemnity Amount arising therefrom.
	 
	(d)	 	Onco US shall have the exclusive right, at its own expense and employing counsel of its own
choice to contest any Assessment to the extent that it relates to one or more Tax Indemnity
Issues (but only to such extent), provided that Onco US gives written notice to Old Onco
acknowledging liability under this Agreement with respect to such Assessment to the extent it
relates to such Tax Indemnity Issues and stating its intention to dispute or otherwise deal
with the Tax Indemnity Issues within 15 days of Onco US’s receipt of a copy of the Assessment
and the Statement in respect thereof and further provided that Onco US remits to the
appropriate tax authority on behalf of Old Onco the amount of Taxes in respect of Indemnity
Issues required to be remitted by virtue of the Assessment having regard to the challenge
thereof.
	 
	(e)	 	If Onco US elects to contest or otherwise deal with an Assessment to the extent that it
relates to a Tax Indemnity Issue and remits the required amount of Taxes as aforesaid, Old
Onco shall not




B-5









 






	 	 	take any action or agree to any settlement with a tax authority which pertains to such Tax
Indemnity Issue without the written consent of Onco US except as hereinafter provided.






	(f)	 	If Onco US elects to contest or otherwise deal with an Assessment insofar as it pertains to a
Tax Indemnity Issue and thereafter Old Onco, acting reasonably, determines that Onco US has
failed to settle or diligently prosecute such contest, Old Onco shall be entitled to take
carriage and control of the contest commencing on the fifth day after it has provided written
notice to Onco US of its intention to do so, unless, within that five day period, Onco US
settles or resumes the diligent prosecution of the challenge and, if Old Onco takes carriage
and control of the contest in accordance with this paragraph 3.1(f), Onco US shall be bound by
the results including any settlement obtained by Old Onco with respect to such Assessment as
it relates to the Tax Indemnity Issue.
	 
	(g)	 	If Onco US elects to contest or otherwise deal with an Assessment as it relates to one or
more Tax Indemnity Issues, Onco US shall be entitled to settle any Assessment as it relates to
such Tax Indemnity Issues upon obtaining the written consent of Old Onco which consent shall
not be unreasonably withheld or delayed, and making payment arrangements satisfactory to Old
Onco, acting reasonably, for the payment of Taxes that arise therefrom and remain outstanding.
	 
	(h)	 	If Onco US does not elect to contest or otherwise deal with an Assessment as it relates to
one or more Tax Indemnity Issues in the manner aforesaid or, having so elected, thereafter
fails to pursue diligently the settlement or prosecution of such contest, Onco US shall be
liable for the payment of all costs and expenses of the contest and for the reimbursement of
Old Onco for all such costs and expenses reasonably incurred by Old Onco.
	 
	(i)	 	If an Assessment relates to one or more Tax Indemnity Issues and to other issues, Old Onco
shall, at its own expense and employing counsel of its own choice, have full carriage and
control of the dispute of the portion of the Assessment relating to such other issues.
	 
	(j)	 	Old Onco and Onco US shall co-operate with each other with respect to all Tax Indemnity
Issues and shall keep each other reasonably informed of the status or conduct related to all
Tax Indemnity Issues.
	 
	(k)	 	If Onco US has provided security to a tax authority in respect of one or more Tax Indemnity
Issues and the tax authority subsequently surrenders the security to Old Onco, Old Onco shall
receive such security as a trustee for the benefit of Onco US and shall forthwith deliver such
security to Onco US.
	 
	3.2	 	Non-Tax Matters Procedure
	 
	(a)	 	A Party making a claim for Losses which it is entitled to claim for under this Agreement
(such Party is referred to in this Section 3.2 as the “Indemnified Party” and the Party liable
for such claim for Losses is referred to in this Section 3.2 as the “Indemnifying Party”) and
which relates to any claim of any third party other than a claim of a tax authority for Tax
Losses (a “Third Party (Non-Tax) Claim”) shall promptly provide a Notice of Claim relating to
such Third Party (Non-Tax) Claim to the Indemnifying Party, provided that any failure to so
notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder
only to the extent that such failure shall have resulted in liability to the Indemnifying
Party that could have been avoided had such notice been provided within such time period.




B-6









 












	(b)	 	With respect to any Third Party (Non-Tax) Claim, the Indemnifying Party shall have the right,
at its expense, to assume carriage and control of the defence of the Third Party (Non-Tax)
Claim provided that:






	 	(i)	 	the Indemnifying Party gives written notice to the Indemnified Party within 20
days of receipt by the Indemnifying Party of the Notice of Claim with respect to such
Third Party (Non-Tax) Claim (the “20-Day Period”) acknowledging its obligation to
indemnify under this Agreement with respect to such Third Party (Non-Tax) Claim and
electing to assume such carriage and control; and
	 
	 	(ii)	 	the Indemnifying Party provides security satisfactory to the Indemnified Party,
acting reasonably, to sufficiently cover expected Losses relating to such Third Party
(Non- Tax) Claim.






	(c)	 	If within the 20-Day Period the Indemnifying Party advises the Indemnified Party that the
Indemnifying Party is unable, without further inquiry, to determine whether the Third Party
(Non-Tax) Claim is one in respect of which the Indemnifying Party is obligated to indemnify
under this Agreement, the Indemnifying Party shall have a further 20 days from the end of the
20-Day Period to elect to assume carriage and control of the defence of the Third Party
(Non-Tax) Claim by giving the written notice required by Section 3.2(b)(i) within such
additional 20-day period and complying with the requirements of Section 3.2(b)(i) with respect
to the Third Party (Non-Tax) Claim. Until such time as the Indemnifying Party assumes carriage
and control of the defence of the Third Party (Non-Tax) Claim as permitted in this
Section 3.2(c), the Indemnified Party shall have the right to assume carriage and control of
the defence of the Third Party (Non-Tax) Claim but shall not settle or pay the Claim without
the written consent of the Indemnifying Party. If the Indemnifying Party does not assume
control of a Claim as permitted in this Section 3.2(c), the obligation of the Indemnifying
Party to indemnify the Indemnified Party in respect of such Claim shall terminate if the
Indemnified Party settles such Claim without the consent of the Indemnifying Party.
	 
	(d)	 	If the Indemnifying Party elects to assume such carriage and control in the manner aforesaid,
the Indemnified Party shall have the right to participate in the negotiation, settlement or
defence of such Third Party (Non-Tax) Claim and to retain counsel to act on its behalf,
provided that the fees and disbursements of such counsel shall be paid by the Indemnified
Party unless the Indemnifying Party consents to the retention of such counsel or unless the
named parties to any action or proceeding include both the Indemnifying Party and the
Indemnified Party and a representation of both the Indemnifying Party and the Indemnified
Party by the same counsel would be inappropriate due to the actual or potential differing
interests between them (such as the availability of different defences).
	 
	(e)	 	If the Indemnifying Party does not elect to assume carriage and control of the defence of the
Third Party (Non-Tax) Claim in the manner aforesaid, the Indemnified Party shall be entitled
to assume such carriage and control of the Third Party (Non-Tax) Claim. If the Indemnifying
Party, having elected to assume such carriage and control, thereafter fails to defend the
Third Party (Non-Tax) Claim within a reasonable time or fails to diligently prosecute such
defence, the Indemnified Party shall be entitled to assume such carriage and control of the
defence of the Third Party (Non-Tax) Claim commencing on the fifth (5th) day following the
provision of written notice to the Indemnifying Party if such failure is then continuing. If
the Indemnified Party assumes carriage and control of the defence of the Third Party (Non-Tax)
Claim as permitted in this Section 3.2 (including as contemplated by Section 3.2(c), this
Section 3.2(e) or Section 3.2(f), the Indemnifying Party shall be bound by the results
obtained by the Indemnified




B-7









 






	 	 	Party with respect to such Third Party (Non-Tax) Claim, and the Indemnifying Party shall be
jointly and severally liable for the payment of all costs and expenses of the defence of
such Third Party (Non-Tax) Claim and shall reimburse the Indemnified Party for all such
costs and expenses subject to the limitations set out in this Agreement.






	(f)	 	If any Third Party (Non-Tax) Claim is of a nature such that the Indemnified Party is required
by Applicable Law to make a payment to any person (a “Third Party”) with respect to the Third
Party (Non-Tax) Claim before the completion of settlement negotiations or related legal
proceedings or in order to continue or preserve any defence, objection or legal proceeding
relating to the Third Party (Non-Tax) Claim, the Indemnifying Party shall make such payment.
If the Indemnifying Party fails to make such payment, (i) the Indemnified Party may make such
payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party,
reimburse the Indemnified Party for such payment subject to the limitations set out in this
Agreement, and (ii) if the Indemnifying Party has carriage and control of the defence of the
Third Party (Non-Tax) Claim, the Indemnified Party shall be entitled to assume such carriage
and control. If the amount of any liability of the Indemnified Party under the Third Party
(Non-Tax) Claim in respect of which such a payment was made, as finally determined, is less
than the amount that was paid by the Indemnifying Party to the Indemnified Party, the
Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay
the amount of such difference to the Indemnifying Party subject to the limitations set out in
this Agreement.
	 
	(g)	 	Except for a full and complete settlement of a Third Party (Non-Tax) Claim that involves the
payment of money only and is paid in full by the Indemnifying Party and where there is no
finding or admission of wrongdoing or violation of law by the Indemnified Party and no adverse
effect on any other claims that may be made against the Indemnified Party or on the defence of
any Third Party (Non-Tax) Claim, the Indemnifying Party shall not settle any Third Party
(Non-Tax) Claim without the written consent of the Indemnified Party, which consent shall not
be unreasonably withheld or delayed.
	 
	(h)	 	The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with
respect to Third Party (Non-Tax) Claims, and shall keep each other fully advised with respect
thereto (including supplying copies of all relevant documentation promptly as it becomes
available).
	 
	(i)	 	With respect to any claim for Losses by an Indemnified Party (referred to herein as an “Other
Claim”) under this Agreement which is not related to either a Third Party (Non-Tax) Claim or a
claim by a tax authority for Tax Losses, the Indemnified Party shall give written notice of
such Other Claim to the Indemnifying Party promptly after the Indemnified Party has reasonably
determined the existence of such Other Claim. The Indemnifying Party shall have 20 days from
receipt of such notice to either acknowledge an obligation to indemnify for such Other Claim
or dispute liability for such Other Claim by notice in writing to the Indemnified Party, such
dispute shall be resolved by a court of competent jurisdiction.
	 
	3.3	 	Extension — Limitations Act




It is expressly agreed by the Parties, as permitted by the Limitations Act (Alberta) and all other
applicable limitations legislation, to extend the limitation period in respect of any liability and
indemnity obligations under this Agreement for a Surviving Agreement Default for two years after
the date on which the Notice of Claim was given with respect to such liability and indemnity
obligations in respect of a Surviving Agreement Default.







B-8









 









	3.4	 	Access to Books and Records and Cooperation




If the Tax Returns referred to below have not been filed prior to the closing of the Arrangement as
contemplated in the Arrangement Agreement, as soon as reasonably practicable after the closing of
the Arrangement and in any event no later than 60 days after closing of the Arrangement, Onco US
shall, at its expense but with the commercially reasonable assistance and cooperation of Old Onco,
prepare the Tax Returns for Onco BC and Onco Alberta for the year ended December 31, 2009. Onco US
shall diligently prepare such Tax Returns in accordance with applicable Laws and consistent with
past practice, and, if prudent to do so, seek professional assistance and advice from an accounting
firm in order to prepare such returns. Onco US and New Onco shall provide Old Onco with full access
(during normal business hours and upon reasonable notice) to the Onco Books and Records and the
then current employees of Onco US, and will fully cooperate and assist Old Onco so that the
employees of Old Onco understand the basis on which such return was prepared and they are able to
responsibly execute and file such return, including without limitation, providing copies or
originals of any information in the Onco Books and Records which are required to prepare such Tax
Returns. Old Onco shall be responsible for reviewing the returns and, if acceptable, filing such
returns as required under applicable Laws.



Onco US and New Onco agree to provide access and support in respect of Onco Books and Records and
to the then current employees of Onco US and New Onco and will fully cooperate and assist Old Onco
so that Old Onco can reasonably defend any litigation, claim or dispute or respond to any
assessment, reassessment, confirmation, appeal or other inquiry in respect of Taxes of Old Onco or
file any required Tax Returns or make any other filings which reasonably require access to, or an
understanding of, the Onco Books and Records. Onco US agrees that such Onco Books and Records will
be maintained and kept available for retrieval until the destruction of such data by such Party in
accordance with its standard data retention policies as applicable from time to time, provided that
such destruction shall not take place for a period of at least ten (10) years or such longer period
as may be required by applicable legislation.





	3.5	 	Copies of Books and Records




Within 5 Business Days of the date of a written request by Old Onco, Onco US and New Onco will
provide Old Onco with copies of any of the Onco Books and Records reasonably requested by Old Onco.





	3.6	 	Mitigation




Nothing in this Agreement shall in any way restrict or limit the general obligation at law of a
Party to mitigate any Loss or other amount which it may suffer or incur by reason of a Surviving
Agreement Default under this Agreement. If any Claim or amount to be compensated can be reduced by
any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to
any claim, recovery, settlement or payment by or against any other Person, a Party shall take all
appropriate steps to enforce such recovery, settlement or payment. If the Party entitled to claim
under this Agreement fails to make all commercially reasonable efforts to mitigate any Loss or
other amount to be compensated then the other Party shall not be required to indemnify or
compensate such Party for the Loss or other amount that could have been avoided if the Party had
made such efforts.





B-9









 








ARTICLE 4

NOTICES





	4.1	 	Notices




All notices that may or are required to be given pursuant to any provision of this Agreement are to
be given or made in writing and served personally or sent by telecopy or e-mail:





	(a)	 	in the case of Old Onco, to:




Gamehost Inc.

400, 4406 – 50th Avenue

Red Deer, AB T4N 3Z5

Facsimile: (403) 340-0683

E-mail: djwill@gamehost.ca

Attention: Vice President



with a copy to:



Shea Nerland Calnan LLP

2800, 715-5th Avenue SW

Calgary, Alberta T2P 2X6

Facsimile: (403) 299-9601

E-mail: jbrennan@snclaw.com

Attention: Joe Brennan





	(b)	 	in the case of Onco US or New Onco, to:




c/o Oncothyreon Inc.

2601 Fourth Avenue, Suite 500

Seattle, WA 98121

Facsimile: (206) 801-2111

E-mail: rkirkman@oncothyreon.com

Attention: Dr. Robert L. Kirkman President and CEO



with a copy to:



Fraser Milner Casgrain LLP

2900, 10180-101 Street

Edmonton, AB, T5J 3V5

Facsimile: (780) 423-7276

E-mail: michael.obert@fmc-law.com

Attention: Michael Obert



or such other address as the Parties may, from time to time, advise to the other Parties hereto by
notice in writing. The date or time of receipt of any such notice will be deemed to be the date of
delivery or the time such telecopy or e-mail is received.








B-10









 








ARTICLE 5

GENERAL





	5.1	 	Binding Effect




This Agreement shall be binding upon and enure to the benefit of the Parties.





	5.2	 	Assignment




No Party to this Agreement may assign any of its rights or obligations under this Agreement without
prior written consent of the Other Party.





	5.3	 	Severability




If any one or more of the provisions or parts thereof contained in this Agreement should be or
become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining
provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to
such jurisdiction, severable therefrom and:





	(a)	 	the validity, legality or enforceability of such remaining provisions or parts thereof shall
not in any way be affected or impaired by the severance of the provisions or parts thereof
severed; and
	 
	(b)	 	the invalidity, illegality or unenforceability of any provision or part thereof contained in
this Agreement in any jurisdiction shall not affect or impair such provision or part thereof
or any other provisions of this Agreement in any other jurisdiction.






	5.4	 	Further Assurances




Each Party hereto shall, from time to time and at all times hereafter, at the request of the Other
Party hereto, but without further consideration, do all such further acts, and execute and deliver
all such further documents and instruments as may be reasonably required in order to fully perform
and carry out the terms and intent hereof.





	5.5	 	Time of Essence




Time shall be of the essence of this Agreement.





	5.6	 	Governing Law




This Agreement shall be governed by and construed in accordance with the Laws of the Province of
Alberta and the Parties hereto irrevocably attorn to the jurisdiction of the courts of the Province
of Alberta.





	5.7	 	Waiver




No waiver by any Party shall be effective unless in writing and any waiver shall affect only the
matter, and the occurrence thereof, specifically identified and shall not extend to any other
matter or occurrence.







B-11









 









	5.8	 	Counterparts




This Agreement may be executed by facsimile or other electronic signature and in counterparts, each
of which shall be deemed an original, and all of which together constitute one and the same
instrument.



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




	 	 	 	 	 	 	 
	GAMEHOST INC.	 	ONCOTHYREON INC.
	 
	 	 	 	 	 	 
	Per:

	 	 	 	Per:	 	 
	 

	 	 
	 	 	 	 
	 

	 	David J. Will
	 	 	 	 Robert L. Kirkman, MD
	 

	 	President and CEO
	 	 	 	President and CEO
	 
	 	 	 	 	 	 
	Per:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Darcy J. Will	 	 	 	 
	 

	 	Vice President	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	1517680 ALBERTA ULC
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 Robert L. Kirkman, MD
	 

	 	 	 	 	 	 President











B-12









 








EXHIBIT C




REQUIRED APPROVALS




	1.	 	Onco Required Approvals
	 
	 	 	Nil
	 
	2.	 	Gamehost Required Approvals






	(a)	 	Consents of Regulatory Authorities To The Arrangement and the Transactions Contemplated
Thereby:
	 
	 	 	Consent of the Alberta Liquor and Gaming Commission to the Arrangement
	 
	(b)	 	Consents of Third Parties Under Material Contracts To The Arrangement and the Transactions
Contemplated Thereby:






	 	•	 	Consent of the various landlords under lease agreements for the material properties of
Gamehost and its Subsidiaries (other than those owned by Gamehost and its Subsidiaries)
including:






	 	a.	 	Head Office (located in Red Deer, Alberta); and
	 
	 	b.	 	Boomtown Casino (located in Fort McMurray, Alberta)






	 	•	 	Consent of the equipment providers under various equipment rental agreements for the
material equipment located at the material properties of Gamehost and its Subsidiaries
including:






	 	a.	 	Equipment Rental Agreement (Boomtown);
	 
	 	b.	 	Equipment Rental Agreement (Deerfoot JV); and
	 
	 	c.	 	Equipment Rental Agreement (Great Northern).






	(c)	 	Consent of Lenders To The Arrangement and the Transactions Contemplated Thereby:
	 
	 	 	Consent of the primary lender to Gamehost (and its Subsidiaries), being Canadian Western
Bank, under its credit facilities with such lender.










C-1









 








EXHIBIT D

FORM OF GAMEHOST RESOLUTION





	 	 	BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
	 
	1.	 	With respect to the proposed arrangement (the “Arrangement #1”) under Section 193 of the
Business Corporations Act (Alberta) (the “ABCA”) involving Gamehost Income Fund (“Gamehost”),
Oncothyreon Inc., Oncothyreon Canada Inc. and 0811769 B.C. ULC, among others:






	 	(a)	 	The Arrangement #1, as more particularly described and set forth in the
management information circular (the “Circular”) of Gamehost accompanying the notice of
this meeting (as the Arrangement #1 may be modified or amended), is hereby authorized,
approved and adopted;
	 
	 	(b)	 	The plan of arrangement as it may be or has been amended (the “Arrangement #1
Plan of Arrangement”), involving Gamehost, Oncothyreon Inc., Oncothyreon Canada Inc.
and 0811769 B.C. ULC, among others, the full text of which is set out in Exhibit “A” to
the arrangement agreement dated February 17, 2010 among Gamehost, Oncothyreon Inc.,
Oncothyreon Canada Inc. and 0811769 B.C. ULC (the “Arrangement Agreement #1”), is
hereby approved and adopted;
	 
	 	(c)	 	The Arrangement Agreement #1, the actions of the trustees of Gamehost in
approving the Arrangement #1 and the Arrangement Agreement #1, and the actions of the
directors and officers of Gamehost Management Inc. (“GMI”) in its capacity as
administrator of Gamehost in executing and delivering the Arrangement Agreement #1 and
any amendments thereto, are hereby ratified and approved;
	 
	 	(d)	 	Notwithstanding that this resolution has been passed (and the Arrangement #1
adopted) by the security holders of Gamehost (including the holders of exchangeable
securities) or that the Arrangement #1 has been approved by the Court of Queen’s Bench
of Alberta, the trustees of Gamehost, or the directors of GMI, in GMI’s capacity as
administrator of Gamehost, are hereby authorized and empowered, at their discretion,
without further notice to or approval of the security holders of Gamehost (including
the holders of exchangeable securities): (i) to amend the Arrangement Agreement #1
and/or the Arrangement Agreement #1 Plan of Arrangement, to the extent permitted by the
terms of the Arrangement Agreement #1, as applicable, and (ii) subject to the terms of
the Arrangement Agreement #1 to not proceed with the Arrangement #1 or any portion
thereof.
	 
	 	(e)	 	Any trustee or officer of Gamehost, or any officer or director of GMI, in GMI’s
capacity as administrator of Gamehost, is hereby authorized and directed for and on
behalf of Gamehost or GMI, as applicable, to execute and deliver articles of
arrangement and such other documents as are necessary or desirable to: (i) the
Registrar under the ABCA, (ii) any applicable securities regulatory authority,
(iii) any stock exchange or market, or (iv) other third party, in accordance with the
Arrangement Agreement #1, as applicable, and any transaction or agreement contemplated
therein.






	2.	 	Should the Arrangement #1 contemplated above not be capable of being completed due to a
termination of Arrangement Agreement #1 on its terms, with respect to the proposed arrangement




D-1









 






	 	 	(the “Arrangement #2”) under Section 193 of the Business Corporations Act (Alberta) (the
“ABCA”) involving Gamehost and [insert name of the corporation to be incorporated by Gamehost
prior to the date of the Circular for the purpose of completing Arrangement #2], among others:






	 	(a)	 	The Arrangement #2, as more particularly described and set forth in the
Circular of Gamehost accompanying the notice of this meeting (as the Arrangement #2 may
be modified or amended), is hereby authorized, approved and adopted;
	 
	 	(b)	 	The plan of arrangement as it may be or has been amended (the “Arrangement #2
Plan of Arrangement”), involving Gamehost and [insert name of the corporation to be
incorporated by Gamehost prior to the implementation of Arrangement #2 for the purpose
of completing Arrangement #2], among others, the full text of which is set out in
Exhibit “A” to the arrangement agreement dated [insert date of agreement which will be
prior to the date of the Circular] among Gamehost and [insert name of the corporation
to be incorporated by Gamehost prior to the implementation of Arrangement #2 for the
purpose of completing Arrangement #2] (the “Arrangement Agreement #2”), is hereby
approved and adopted;
	 
	 	(c)	 	The Arrangement Agreement #2, the actions of the trustees of Gamehost in
approving the Arrangement #2 and the Arrangement Agreement #2, and the actions of the
directors and officers of GMI in its capacity as administrator of Gamehost in executing
and delivering the Arrangement Agreement #2 and any amendments thereto, are hereby
ratified and approved;
	 
	 	(d)	 	Notwithstanding that this resolution has been passed (and the Arrangement #2
adopted) by the security holders of Gamehost (including the holders of exchangeable
securities) or that the Arrangement #2 has been approved by the Court of Queen’s Bench
of Alberta, the trustees of Gamehost, or the directors of GMI, in GMI’s capacity as
administrator of Gamehost, are hereby authorized and empowered, at their discretion,
without further notice to or approval of the security holders of Gamehost (including
the holders of exchangeable securities): (i) to amend the Arrangement Agreement #2
and/or the Arrangement Agreement #2 Plan of Arrangement, to the extent permitted by the
terms of the Arrangement Agreement #2, as applicable, and (ii) subject to the terms of
the Arrangement Agreement #2 to not proceed with the Arrangement #2 or any portion
thereof.
	 
	 	(e)	 	The trustees of Gamehost, or any officer or director of GMI, in GMI’s capacity
as administrator of Gamehost, is hereby authorized and directed for and on behalf of
Gamehost or GMI, as applicable, to execute and deliver articles of arrangement and such
other documents as are necessary or desirable to: (i) the Registrar under the ABCA,
(ii) any applicable securities regulatory authority, (iii) any stock exchange or
market, or (iv) other third party, in accordance with the Arrangement Agreement #2, as
applicable, and any transaction or agreement contemplated therein.






	3.	 	Any trustee or officer of Gamehost, or any officer or director of GMI, in GMI’s capacity as
administrator of Gamehost, is hereby authorized and directed for and on behalf of Gamehost or
GMI, as applicable, to execute or cause to be executed and to deliver or cause to be
delivered, all such other documents and instruments and to perform or cause to be performed
all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to
the foregoing as contemplated in this resolution and the matters authorized hereby, such
determination to be conclusively evidenced by the execution and delivery of such document,
agreement or instrument or the doing of any such act or thing.






D-2











 





EXHIBIT E




FORM OF DIVESTITURE AGREEMENT



DIVESTITURE AGREEMENT AND INSTRUMENT OF CONVEYANCE




among



[ONCO ALBERTA] and [ONCO BC]



and



1518025 ALBERTA ULC



intervened to by



GAMEHOST INCOME FUND



and



1517680 ALBERTA ULC



 





Made as of •, 2010



 





E-1









 





DIVESTITURE AGREEMENT AND INSTRUMENT OF CONVEYANCE





	 	 	THIS AGREEMENT is made as of •, 2010,





AMONG:





	 	 	[ONCO ALBERTA], an unlimited liability corporation subsisting under the Laws of the Province
of Alberta (hereinafter referred to as “Onco Alberta”)




and



	 	 	[ONCO BC], a corporation subsisting under the Laws of the Province of Alberta (hereinafter
referred to as “Onco BC” and, collectively with Onco Alberta, the “Vendors”)





AND





		 	1518025 ALBERTA ULC, an unlimited liability corporation subsisting under the Laws of the
Province of Alberta (hereinafter referred to as the “Purchaser”)





INTERVENED TO BY:





	 	 	GAMEHOST INCOME FUND, a trust created under the Laws of the Province of Alberta (hereinafter
referred to as “Gamehost”)





and





	 	 	1517680 ALBERTA ULC, an unlimited liability corporation subsisting under the Laws of the
Province of Alberta (hereinafter referred to as “New Onco”)





WHEREAS:





	 	1.	 	Onco Alberta is a biotechnology company;
	 
	 	2.	 	Onco BC is a holding company that owns all of the issued and outstanding shares
of Onco Alberta;
	 
	 	3.	 	it was a term of the Arrangement Agreement (as defined below) that the Parties
enter into this Agreement;
	 
	 	4.	 	the Vendors desires to sell to the Purchaser, and the Purchaser desires to
purchase from the Vendors, all of the Assets (as defined below); and
	 
	 	5.	 	the Purchaser desires to assume and thereafter be bound by all of the Assumed
Liabilities (as defined below) on the terms and conditions set forth herein;





NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and
agreements herein contained and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the Parties agree as follows:






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SECTION 1

DEFINITIONS AND INTERPRETATION




1.1 Definitions




In this Agreement, including the recitals hereto, unless there is something in the subject matter
or context inconsistent therewith, the following terms shall have the following meanings,
respectively:





	 	1.1.1	 	“ABCA” means the Business Corporations Act (Alberta), as amended, including
the regulations promulgated thereunder;
	 
	 	1.1.2	 	“Agreement” means this divestiture agreement and instrument of conveyance,
including its recitals and schedules, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms hereof;
	 
	 	1.1.3	 	“Applicable Laws” means, with respect to any Person, any domestic or foreign
federal, national, state, provincial, municipal or local law (statutory, common or
otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order,
injunction, judgment, decree, ruling or other similar requirement enacted, adopted,
promulgated or applied by a Governmental Authority, as amended unless expressly
specified otherwise, that is binding upon or applicable to such Person;
	 
	 	1.1.4	 	“Arrangement” means an arrangement under Section 193 of the ABCA on the terms
and subject to the conditions set out in the Plan of Arrangement, subject to any
amendments or variations thereto made in accordance with Section 6.1 of the Arrangement
Agreement or Section 4.1 of the Plan of Arrangement or made at the direction of the
Court in the Final Order in accordance with the terms of the Arrangement Agreement;
	 
	 	1.1.5	 	“Arrangement Agreement” means the arrangement agreement entered into among
Gamehost, Onco US, Onco Alberta and Onco BC dated February 17, 2010 as the same may be
amended, supplemented or otherwise modified from time to time in accordance with its
terms, wherein the Vendors agreed to reorganize their business in accordance with the
terms set forth therein;
	 
	 	1.1.6	 	“Assets” means all of the properties, rights and other assets owned by the
Vendors immediately prior to the Effective Time whether real or personal, tangible or
intangible of every kind and description whatsoever and wherever situated and
including, for greater certainty, the following:






	 	(a)	 	all cash on hand and investment, and all proceeds received or
receivable thereon prior to the Effective Date;
	 
	 	(b)	 	all accounts receivable and the benefit of all security,
guarantees and other collateral held by the Vendors;
	 
	 	(c)	 	all rights to amounts payable to or receivable by the Vendors
in respect of refunds, reimbursements, overpayment of Tax (“Tax Receivables”),
including input tax credits under the Excise Tax Act (Canada) accruing on or
prior to the Effective Date. For greater certainty, the Purchaser shall be
entitled to the proceeds from all deemed payments on account of Tax payable
(scientific





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	 	 	 	research and experimental development refundable Tax credit) for the year
ending December 31, 2009 and all such deemed payments on account of Tax
payable (scientific research and experimental development refundable Tax
credit) earned or accrued on or before the Effective Time or as a
consequence of eligible expenses incurred prior to the Effective Time
whether or not the Vendors are in a position to use such credits against its
Taxes otherwise payable for its taxation year that includes the Effective
Date;






	 	(d)	 	all deposits and prepaid expenses;
	 
	 	(e)	 	all long term deposits;
	 
	 	(f)	 	all licenses, permits and other governmental registrations and
authorizations;
	 
	 	(g)	 	all inventory, machinery, tools, equipment, furniture,
furnishings, fixtures, parts, and all other miscellaneous tangible items;
	 
	 	(h)	 	all computer hardware and software, including all rights under
licenses and other agreements or instruments relating thereto;
	 
	 	(i)	 	all rights under leases of personal property, orders or
Contracts for the provision of goods or services (whether as buyer or seller),
distribution and agency agreements, employment, non-compete, confidentiality
and other Contracts;
	 
	 	(j)	 	all Assumed Contracts;
	 
	 	(k)	 	all Intellectual Property, including, the whole right, title
and interest, all rights of action resulting from prior infringement or other
unauthorized use and all rights as a party in opposition or similar
proceedings;
	 
	 	(l)	 	all books and records (other than those required by law to be
retained by the Vendors, copies of which shall be made available to the
Purchaser), including those that relate to any of the Assets, sales history,
production records, Vendors/supplier history, customer information and records
and any records pertaining to warranty claims, customer returns and how those
matters have been resolved;
	 
	 	(m)	 	all benefits under all insurance policies in respect of claims
based on occurrences on or prior to the Effective Time;
	 
	 	(n)	 	the full benefit of all warranties and warranty rights (express
or implied) against manufacturers or sellers;
	 
	 	(o)	 	all interests in any and all subsidiaries of the Vendors
(except as noted in the Excluded Assets), including but not limited to, shares,
rights to Intellectual Property, debt and claims;
	 
	 	(p)	 	all goodwill of the Business together with the exclusive right
for the Purchaser, as and from the Effective Time, to represent itself as
carrying on the Business in continuation of and in succession to the Vendors
and the right to use any words indicating that the said Business is so carried
on, including the Vendors’ rights to





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	 	 	 	use the name “Oncothyreon” or any variation thereof as part of the name or
style under which the Business is carried on by the Purchaser; and






	 	(q)	 	all shares of other corporations or interest in any partnership
owned by the Vendors (except as noted in the Excluded Assets) immediately prior
to the Effective Time;






	 	 	but specifically excluding the Excluded Assets.






	 	1.1.7	 	“Assumed Contracts” means all Contracts to which the Vendors are a party
immediately prior to the Effective Time;
	 
	 	1.1.8	 	“Assumed Liabilities” means all Liabilities of the Vendors accrued prior to
the Effective Time;
	 
	 	1.1.9	 	“Business” means the business of the Vendors immediately prior to the
Effective Time;
	 
	 	1.1.10	 	“Business Day” means a day, other than a Saturday, Sunday or other day on which
commercial banks in Calgary, Alberta or Edmonton, Alberta are closed;
	 
	 	1.1.11	 	“Gamehost” has the meaning set out on the first page of this Agreement;
	 
	 	1.1.12	 	“Claim” means any claim, action, demand, cause of action, suit, complaint,
proceeding, arbitration, judgment, settlement, award, assessment, re-assessment, order,
investigation, enquiry or hearing made or threatened;
	 
	 	1.1.13	 	“Closing Time” means the time specified in the Arrangement Agreement;
	 
	 	1.1.14	 	“Contract” means any agreement, indenture, contract, lease, trust agreement, license,
option, instrument or other commitment, whether written or oral;
	 
	 	1.1.15	 	“Court” means the Court of Queen’s Bench of Alberta;
	 
	 	1.1.16	 	“Disclosure Documents” has the meaning set out in Section 5.4;
	 
	 	1.1.17	 	“Effective Date” has the meaning ascribed thereto in the Plan of Arrangement;
	 
	 	1.1.18	 	“Effective Time” has the meaning ascribed thereto in the Plan of Arrangement;
	 
	 	1.1.19	 	“Excluded Assets” means the (i) benefit of the Tax Pools; (ii) any and all shares of
Onco Alberta owned by Onco BC; (iii) any and all shares New Onco owned by Onco BC
(which shall be dealt with in accordance of the terms of the Plan of Arrangement); and
(iii) any and all shares Onco Alberta Subco (as defined in the Arrangement Agreement)
owned by Onco Alberta (which shall be dealt with in accordance of the terms of the Plan
of Arrangement);
	 
	 	1.1.20	 	“Excluded Liabilities” means all the Liabilities of the Vendors incurred after the
Effective Time which, for greater certainty, includes all Liabilities of the Vendors in
respect of Tax that were, are or may become payable resulting from the Arrangement, the
obligation to repay the amounts loaned to the Vendors by Gamehost under the Plan of
Arrangement or to satisfy the dissent rights granted to Gamehost Security Holders (as




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	 	 	 	such term is defined in the Arrangement Agreement) pursuant to the Interim Order (as
such term is defined in the Arrangement Agreement);






	 	1.1.21	 	“Final Order” means the final order of the Court approving the Arrangement as such
order may be amended by the Court (in accordance with the terms of the Arrangement
Agreement) 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 Vendors and Gamehost, each acting reasonably) on
appeal;
	 
	 	1.1.22	 	“GAAP” means Canadian generally accepted accounting principles, as in effect from
time to time;
	 
	 	1.1.23	 	“Governmental Authority” means any (i) multinational, domestic, foreign, federal,
national, provincial, state, regional, municipal, local or other government,
governmental or public department, central bank, court, tribunal, arbitral body,
commission, board, bureau, ministry or agency, domestic or foreign, (ii) any
subdivision, agent, commission, board, or authority of any of the foregoing, (iii) any
quasi-governmental or private body exercising any regulatory, expropriation or taxing
authority under or for the account of any of the foregoing, or (iv) any stock exchange,
including the Toronto Stock Exchange, The TSX Venture Exchange, the Over-The-Counter
Bulletin Board and the NASDAQ Capital Market.;
	 
	 	1.1.24	 	“Indemnity Agreement” means the indemnity agreement entered into concurrently with
the Arrangement between the Vendors (or their successor corporation), Onco US and New
Onco;
	 
	 	1.1.25	 	“Intellectual Property” means:






	 	(a)	 	any and all proprietary rights provided under:






	 	(i)	 	patent law;
	 
	 	(ii)	 	copyright law (including moral rights);
	 
	 	(iii)	 	trade-mark law;
	 
	 	(iv)	 	design patent or industrial design law;
	 
	 	(v)	 	semi-conductor chip or mask work or integrated
circuit topography law; or
	 
	 	(vi)	 	any other statutory provision or common law
principle applicable to this Agreement, including trade secret law,
which may provide a right in either hardware, software, information
(including confidential information), trademarks, ideas, formulae,
algorithms, concepts, inventions, processes or know-how generally, or
the expression or use of the same;






	 	(b)	 	any and all applications, registrations, licences,
sub-licences, franchises, agreements or any other evidence of a right in any of
the foregoing; and
	 
	 	(c)	 	all licences and waivers and benefits of waivers of the
intellectual property rights set out in (a) and (b) above, all future income
and proceeds from the intellectual property rights set out in (a) and (b)
above, and all rights to damages and profits




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	 	 	 	by reason of the infringement or violation of any of the intellectual
property rights set out in (a) and (b) above;






	 	1.1.26	 	“Liabilities” means all debts, liabilities, commitments or obligations (whether
matured or unmatured, accrued, fixed, contingent or otherwise) of any kind or nature
whatsoever resulting from any matters, actions, events, facts or circumstances related
to the activities, affairs or business of the Vendors;
	 
	 	1.1.27	 	“Losses” means, in respect of any and all matters, all losses, costs, damages,
expenses, charges, fines, penalties, interest charges, assessments or other liabilities
whatsoever (including legal fees and disbursements on a solicitor and client basis and
fees and disbursements of experts);
	 
	 	1.1.28	 	“New Onco” has the meaning set out on the first page of this Agreement;
	 
	 	1.1.29	 	“Onco Alberta” has the meaning set out on the first page of this Agreement;
	 
	 	1.1.30	 	“Onco BC” has the meaning set out on the first page of this Agreement;
	 
	 	1.1.31	 	“Onco US” means Oncothyreon Inc., a corporation subsisting under the laws of the
State of Delaware;
	 
	 	1.1.32	 	“Parties” means, collectively, the Vendors and the Purchaser and “Party” means any
one of them;
	 
	 	1.1.33	 	“Person” includes any individual, firm, partnership, limited partnership, limited
liability partnership, joint venture, venture capital fund, limited liability company,
unlimited liability company, association, trust, trustee, executor, administrator,
legal personal representative, estate, body corporate, corporation, company,
unincorporated association or organization, Governmental Authority, syndicate or other
entity, whether or not having legal status;
	 
	 	1.1.34	 	“Plan of Arrangement” means the plan of arrangement, substantially in the form of
Exhibit “A” to the Arrangement Agreement, and any amendments or variations thereto made
in accordance with Section 6.1 of the Arrangement Agreement or the Plan of Arrangement
or made at the direction of the Court in the Final Order in accordance with the terms
of the Arrangement Agreement;
	 
	 	1.1.35	 	“Purchase Price” has the meaning set out in Section 3.1;
	 
	 	1.1.36	 	“Purchaser” as the meaning set out on the first page of this Agreement;
	 
	 	1.1.37	 	“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as
now in effect and as may be promulgated or amended from time to time;
	 
	 	1.1.38	 	“Tax” or “Taxes” means all taxes, however denominated, including any interest,
penalties or other additions that may become payable in respect thereof, imposed by any
federal, territorial, state, local or foreign government or any agency or political
subdivision of any such government, which taxes shall include, without limiting the
generality of the foregoing, all income or profits taxes (including, but not limited
to, federal income taxes and provincial income taxes), payroll and employee withholding




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	 	 	 	taxes, unemployment insurance, social insurance taxes, sales and use taxes, ad
valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license
taxes, occupation taxes, real and personal property taxes, stamp taxes,
environmental taxes, transfer taxes, capital taxes, workers compensation and other
governmental charges, and other obligations of the same or of a similar nature to
any of the foregoing, which Gamehost or either of the Vendors, as the case may be,
is required to pay, withhold, remit or collect;
	 
	 	1.1.39	 	“Tax Pools” means Onco Alberta’s non-capital losses, scientific research and
experimental development expenditures and investment tax credits, as those terms are
used for the purposes of the Income Tax Act (Canada) in the amounts as set out in the
Disclosure Letter (as defined in the Arrangement Agreement);
	 
	 	1.1.40	 	“Tax Receivables” has the meaning set out in Section 1.1.6(c);
	 
	 	1.1.41	 	“Vendors” has the meaning set out on the first page of this Agreement.





1.2 Number and Gender




In this Agreement, unless the contrary intention appears, (i) words importing the singular include
the plural and vice versa and (ii) words importing gender shall include all genders.




1.3 Currency




Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful
money of Canada and “$” refers to Canadian dollars.




1.4 Headings




The division of this Agreement into Sections and the insertion of a table of contents and headings
are for convenience of reference only and do not affect the construction or interpretation of this
Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not
to any particular Section or other portion hereof. Unless something in the subject matter or
context is inconsistent therewith, references herein to Sections and Schedules are to Sections of
and Schedules to this Agreement.




1.5 Including




Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation”, whether or not they are in fact followed
by those words or words of like import.




1.6 Governing Law




This Agreement shall be governed by and interpreted in accordance with the laws of the Province of
Alberta and the laws of Canada applicable therein. Each Party hereby irrevocably attorns to the
non-exclusive jurisdiction of the courts of the Province of Alberta in respect of all matters
related to, arising out of or resulting from this Agreement and the transactions contemplated
herein.




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1.7 Accounting Principles




Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings
attributable thereto under GAAP, and all determinations of an accounting nature required to be made
shall be made in a manner consistent with GAAP.




1.8 Statutory References




A reference to a statute includes all regulations and rules made pursuant to such statute and,
unless otherwise specified, the provisions of any statute, regulation or rule which amends,
supplements or supersedes any such statute, regulation or rule.




1.9 Incorporation of Schedules




The following schedules annexed to this Agreement are hereby incorporated by reference into the
Agreement and form part hereof:




Schedule 3.1 Purchase Price




Schedule 3.2 Principals for Allocation of Purchase Price




SECTION 2

CONVEYANCE OF ASSETS; ASSUMPTION OF ASSUMED LIABILITIES




2.1 The Vendors hereby sell assign, grant and transfer to the Purchaser, and the Purchaser hereby
purchases from the Vendors, all of the right, title, benefit and interest of the Vendors in and to
the Assets, effective as of the Effective Time. The Parties each acknowledge that the Excluded
Assets are not being transferred pursuant to this Agreement.




2.2 The Purchaser hereby acknowledges that it is purchasing the Assets on an “as is, where is”
basis. The Purchaser further acknowledges that there are no collateral agreements, conditions,
representations or warranties of any nature whatsoever made by the Vendors, express or implied,
arising at law, by statute or in equity or otherwise, with respect to the Assets or the Business
and in particular, without limiting the generality of the foregoing, there are no collateral
agreements, conditions, representations or warranties made by the Vendors, express or implied,
arising at law, by statute or in equity or otherwise, as to title, state of title, description,
fitness, suitability for any particular purpose, merchantability, operating condition, the value of
the Assets or the future cash flows from the Assets or Business. The Purchaser acknowledges that
it is relying entirely on its own judgement and investigation with respect to the purchase of the
Assets, and is satisfied in all respects with the due diligence and investigations it has
conducted.




2.3 The Purchaser shall:





	 	2.3.1	 	be entitled to all of the benefits accruing to the Vendors under the
provisions contained in each of the Assumed Contracts; and
	 
	 	2.3.2	 	be entitled to possession of all the Assets and any premise occupied by the
Vendors as lessee.




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2.4 The Purchaser assumes and agrees to fulfil and perform and to indemnify and save harmless the
Vendors in respect of the obligations of the Vendors accruing after the Effective Time in respect
of the Assumed Liabilities.




2.5 The Purchaser does not assume and will not be liable for any obligations or liabilities of the
Vendors whatsoever resulting from or arising as a consequence of the Excluded Liabilities.




The conveyance of the Assets onto the Purchaser, its successors and assigns, hereunder is with full
rights of substitution and subrogation of the Purchaser, its successors or assigns, to the extent
possible, in and to all covenants and warranties by other heretofore given or made in respect of
the Assets or any part thereof.




SECTION 3

PURCHASE PRICE AND PAYMENT OF PURCHASE PRICE




3.1 The purchase price (the “Purchase Price”) for the transfer of the Assets is equal to the fair
market value of the Assets at the Effective Time (as determined in Schedule 3.1) and is
satisfied by (i) the assumption of the Assumed Liabilities (to the same extent and with the same
force and effect as though the Purchaser had been subject to the Assumed Liabilities as of the
Effective Time in the place and stead of the Vendors) and (ii) the delivery to Onco Alberta of 99
fully paid and non-assessable Onco Alberta Subco Shares (as defined in the Arrangement Agreement)
and to Onco BC of 1 fully paid and non-assessable Onco Alberta Subco Share (as defined in the
Arrangement Agreement).




3.2 The Vendors and the Purchaser agree that the Purchase Price shall be allocated among the Assets
as set-out in Schedule 3.2. The Vendors and the Purchaser shall complete all Tax returns,
designations and elections in a manner consistent with the allocation set-out in Schedule
3.2 and otherwise follow such allocation for all Tax purposes and not take any position
inconsistent with such allocation. If such allocation is disputed by any Governmental Authority,
the Party receiving notice of such dispute shall promptly notify the other Party and the Parties
shall use their reasonable best efforts to sustain the allocation. The Parties shall share
information and cooperate to the extent reasonably necessary to permit the transactions
contemplated by this Agreement to be properly, timely and consistently reported.




SECTION 4

TAX MATTERS




4.1 Concurrently with the execution of this Agreement, the Vendors and the Purchaser shall jointly
execute an election, in the prescribed form and containing the prescribed information, to have
subsection 167(1.1) of the Excise Tax Act (Canada) apply to the sale and purchase of the Assets so
that no tax is payable in respect of such sale and purchase under Part IX of the Excise Tax Act
(Canada). The Purchaser shall file such election with the appropriate Governmental Authority within
the time prescribed by the Excise Tax Act (Canada).




4.2 To the extent required by the Purchaser, the Vendors and the Purchaser shall on a timely basis
jointly execute elections under section 22 of the Tax Act as to the sale of the accounts receivable
sold and purchased pursuant to this Agreement, shall designate therein the applicable portion of
the Purchase Price allocated to the accounts receivables in accordance with Section 3.2 as the
consideration paid by the Purchaser therefore, and shall each file such elections with the Canada
Revenue Agency with their respective Tax returns for their respective taxation years that include
the date hereof.




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4.3 If required by the Vendors, the Vendors and the Purchaser shall jointly elect, in the
prescribed manner and form and within the prescribed time, to have the provisions of subsection
85(1) of the Tax Act, and any equivalent provision under applicable provincial tax legislation,
apply to the purchase and sale of the Assets under this Agreement. The agreed amount for the
purposes of paragraph 85(1)(a) of the Tax Act in respect of each of the Assets shall be such amount
as is determined by the Vendors, not to exceed: (i) where the property is eligible capital property
in respect of the business of the Vendors, the elected amount in respect of such property shall not
under any circumstances exceed 4/3 of the Vendors’ cumulative eligible capital in respect of the
business immediately before the disposition (provided that the aggregate of elected amounts for
eligible capital properties shall not exceed 4/3 of the cumulative eligible capital of the
Vendors), and (ii) where the property is depreciable property of a prescribed class of the Vendors,
the elected amount in respect of such property shall not under any circumstances exceed the
undepreciated capital cost to the Vendors of all property of that class immediately before the
disposition (provided that the aggregate of elected amounts for properties of the same prescribed
class shall not exceed the undepreciated capital cost of such prescribed class). For greater
certainty, each agreed amount determined by the Vendors shall, to the extent permitted under the
Tax Act, not result in any liability for Taxes for the Vendors.




SECTION 5

COVENANTS OF THE VENDORS




5.1 To the extent not already delivered, the Vendors shall deliver to the Purchaser, at the cost
and expense of the Purchaser, all necessary deeds, conveyances, bills of sale, assurances,
transfers, assignments and any other documentation necessary or reasonably required by the
Purchaser from time to time to transfer title to the Assets (including registering all assignments
related to Intellectual Property and the assignment of the Assumed Contracts) to the Purchaser.




5.2 To the extent not already obtained by the Purchaser, the Vendors shall, at the cost and expense
of the Purchaser, use commercially reasonable efforts to assist the Purchaser in obtaining all
third party consents, approvals and assurances as reasonably requested by the Purchaser that are
necessary to permit the Vendors to validly and effectually convey the Assets to the Purchaser or to
operate the Business. Until such consents, approvals and assurances have been obtained:





	 	5.2.1	 	the Vendors shall continue to hold any interest in any such Assets in trust
for the benefit of the Purchaser and shall cooperate with the Purchaser, at the cost
and expense of the Purchaser, in any reasonable and lawful arrangements designed to
provide the benefit of such Assets to the Purchaser;
	 
	 	5.2.2	 	the Vendors shall enforce any rights of the Vendors arising from such Assets,
at the cost and expense of the Purchaser, against the issuer thereof or the other party
or parties thereto for the benefit of the Purchaser; and
	 
	 	5.2.3	 	the Vendors shall take all such actions and do, or cause to be done, all such
things at the request of the Purchaser, but at the cost and expense of the Purchaser,
as shall reasonably be necessary in order that the value of such Assets shall be
preserved and shall enure to the benefit of the Purchaser.





The Purchaser shall use its best efforts to expeditiously seek and obtain such consents, approvals
and assurances.




5.3 To the extent that any Tax Receivable is an Asset that is not assignable or is paid to the
Vendors despite the assignment, the Vendors shall pay to the Purchaser an amount equal to the
amount of the Tax




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Receivable received by the Vendors within 10 days of the date of receipt. Upon request from the
Purchaser, the Vendors shall duly authorize a representative of the Purchaser to contact the
relevant Governmental Authority to obtain information on the status of the Tax Receivables.




5.4 The Vendors consent to disclosure by the Purchaser (and any affiliate thereof or successor
thereto) in any offering memorandum, information circular, prospectus, take-over bid circular,
press release, material change report or other document, the form and content of which are subject
to or prescribed by Applicable Laws (collectively, the “Disclosure Documents”), of a description of
the assets held, and businesses conducted, by the Vendors prior to the Effective Time and such
historical financial and operational information for the Vendors in respect of any period prior to
Effective Time as may be required by Applicable Laws to be included in any Disclosure Documents.
The Vendors shall use reasonable commercial efforts to obtain the co-operation of its auditors or
accounting advisors with the Purchaser and/or its agents, including the Purchaser’s auditors, in
connection with the review and audit of the financial information respecting the Vendors to be
contained in any Disclosure Document. The provisions of this Section 5.4 shall survive the
Effective Time for a period of three years; provided, however, that all costs
associated with such audits or reviews shall be borne by the Purchaser.




5.5 The Vendors may not proceed with any procedure of dissolution or cancellation of its articles
without first obtaining the written consent of the Purchaser. The Purchaser shall not withhold its
consent if all Tax Receivables have been received by the Purchaser. If the Purchaser’s consent has
not been received, the Vendors will indemnify or cause to be indemnified the Purchaser for any Tax
Receivables not yet received at the time of the dissolution or cancellation of its articles and
upon provision of such indemnity, the Vendors shall be entitled to proceed with the dissolution or
cancellation of its articles.




SECTION 6

COVENANTS OF THE PURCHASER




6.1 The Purchaser shall assume, duly and punctually pay, satisfy, discharge perform or fulfill to
the complete exoneration of the Vendors the Assumed Liabilities.




6.2 The Purchaser shall assume, perform and observe all terms, conditions, covenants, obligations
and agreements contained in the Assumed Contracts and other obligations assigned to it hereunder.




SECTION 7

GENERAL PROVISIONS




7.1 Notices




Any notice, request, consent, waiver, direction or other communication required or permitted to be
given under this Agreement shall be in writing and may be given by delivering same or sending same
by facsimile or e-mail transmission or by delivery addressed to the Party to which the notice is to
be given at its address for service herein. Any such notice, request, consent, waiver, direction or
other communication shall, if delivered, be deemed to have been given and received on the day on
which it was delivered to the address provided herein (if that day is a Business Day, and if it is
not, then on the next succeeding Business Day), and if sent by facsimile or e-mail transmission
shall be deemed to have been given and received at the time of receipt unless actually received
after 4:00 p.m. at the point of delivery, in which case it shall be deemed to have been given and
received on the next Business Day.





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(a) if to the Purchaser:



c/o Oncothyreon Inc.

2601 Fourth Avenue, Suite 500

Seattle, Washington 98121

Facsimile: (206) 801-2111

E-mail: RKirkman@oncothyreon.com

Attention: President and CEO



with a copy to :



Fraser Milner Casgrain LLP



2900 Manulife Place

10180 — 101 Street

Edmonton, AB T5J 3V5

Facsimile: (780) 423-7276

E-mail: colleen.cebuliak@fmc-law.com

Attention: Colleen Cebuliak



(b) if to the Vendors:



c/o Gamehost Income Fund

400, 4406 — 50th Avenue

Red Deer, AB T4N 3Z5

Facsimile: (403) 340-0683

E-mail: djwill@gamehost.ca

Attention: Vice President



with a copy to:



Shea Nerland Calnan LLP

2800, 715-5th Avenue SW

Calgary, Alberta T2P 2X6

Facsimile: (403) 299-9601

E-mail: jbrennan@snclaw.com

Attention: Joe Brennan



7.2 Time of Essence



Time shall be of the essence in this Agreement.



7.3 Entire Agreement



Except for the various collateral agreements entered into pursuant to the Arrangement Agreement and
in contemplation of the Arrangement, this Agreement, constitutes the entire agreement between the
Parties in respect of the subject matters herein and cancels and supersedes all prior agreements
and understandings between the Parties in respect of the subject matter hereof.







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7.4 Assignment



This Agreement may not be assigned by either Party without the express written consent of the other
Party.




7.5 Injunctive Relief



The Parties hereto agree that irreparable harm could occur for which money damages would not be an
adequate remedy at law in the event that any of the provisions of this Agreement were not performed
by the Parties in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions and
other equitable relief to prevent breaches or threatened breaches of the provisions of this
Agreement or to otherwise obtain specific performance of any such provisions.




7.6 Claims



All Claims for Losses for a breach of any covenant hereunder shall exclusively be dealt with in
accordance with the terms and conditions of the Indemnity Agreement.




7.7 Binding Effect



This Agreement shall be binding upon and shall enure to the benefit of the Parties and their
respective successors and permitted assigns.




7.8 Further Assurances



Each Party shall, from time to time and at all times hereafter, at the request of the other
Parties, but without further consideration, do all such further acts and execute and deliver all
such further documents and instruments as shall be reasonably required in order to fully perform
and carry out the terms and intent hereof.




7.9 Severability



If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially adverse to any Party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being
enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in an acceptable manner to the end that a
transactions contemplated hereby are fulfilled to the extent possible.




7.10 Amendment



No amendment, supplement, modification or waiver or termination of this Agreement and, unless
otherwise specified, no consent or approval by any Party, shall be binding unless executed in
writing by the Party to be bound thereby.







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7.11 Counterpart Execution



This Agreement may be executed in any number of counterparts and each such counterpart shall be
deemed to be an original instrument but all such counterparts together shall constitute one
agreement.




[Signature page follows]






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IN WITNESS WHEREOF, the Purchaser and the Vendors have caused this Agreement to be executed as of
the date first written above by their respective officers thereunto duly authorized.




	 	 	 	 	 
	 	[ONCO ALBERTA]

 	 
	 	Per:  	 	 
	 	 	Robert L. Kirkman 	 
	 	 	President 	 
	 
	 	[ONCO BC]

 	 
	 	Per:  	 	 
	 	 	Robert L. Kirkman 	 
	 	 	CEO 	 
	 
	 	1518025 ALBERTA ULC

 	 
	 	Per:  	 	 
	 	 	Robert L. Kirkman 	 
	 	 	President 	 
	 



INTERVENTION



Gamehost hereby confirms it is aware of the terms and conditions of the Agreement and agrees for
the benefit of the Purchaser to be jointly and severally bound by all of the covenants, obligations
and undertakings of the Vendors set out in this Agreement.




	 	 	 	 	 
	 	GAMEHOST INCOME FUND, by its Administrator,

Gamehost Management Inc.

 	 
	 	Per:  	 	 
	 	 	Darcy J. Will 	 
	 	 	Vice President 	 
	 


1517680 Alberta ULC hereby confirms that it is aware of the terms and conditions of the Agreement
and agrees for the benefit of the Vendors to be jointly and severally bound by all of the
covenants, obligations and undertakings of the Purchaser set out in this Agreement.




	 	 	 	 	 
	 	1517680 ALBERTA ULC

 	 
	 	Per:  	 	 
	 	 	Robert L. Kirkman 	 
	 	 	President 	 



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SCHEDULE 3.1

PURCHASE PRICE



The Purchase Price shall be $100.









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SCHEDULE 3.2

PURCHASE PRICE ALLOCATION



The Purchase Price shall be allocated as follows:



Cash and cash equivalents      $100





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EXHIBIT F




PRE-ARRANGEMENT TRANSACTIONS


The transactions defined as the “Pre-Arrangement Transactions” in section 1.1 of the Arrangement
Agreement are the following transactions:





	1a. 	 	Oncothyreon Luxemburg S.à r.l. (“Onco Lux”) distributes to Oncothyreon Inc. (“Onco US”) the
100 issued and outstanding Class A voting common shares in the share capital of 0811769 B.C.
ULC (“Onco BC”) which are currently held by Onco Lux.
	 
	1b.  	 	Oncothyreon Canada Inc. (“Onco Alberta”), which is currently governed by the Canada Business
Corporations Act, is continued as an unlimited liability corporation under the Business
Corporations Act (Alberta) (the “ABCA”) and is renamed “Oncothyreon Canada ULC”.
	 
	2a.  	 	Onco Alberta reduces the stated capital account maintained for its common shares by an amount
equal to the fair market value of the issued and outstanding shares held by Onco Alberta in
the share capital of ProlX Pharmaceuticals Corp., Biomira Research Inc., Biomira B.V. and
Oncodigm Biopharma Inc. (the “Subsidiary Shares”) and any other asset of Onco Alberta other
than $99 cash which will remain with Onco Alberta, and, in conjunction therewith, distributes
the Subsidiary Shares to Onco BC. For greater certainty, the Tax Pools reside with Onco
Alberta after the completion of this step.
	 
	2b.  	 	Onco BC reduces the stated capital account maintained for its Class B preferred shares by an
amount equal to the fair market value of the Subsidiary Shares and any other asset of Onco
Alberta less $100 and, in conjunction therewith, distributes the Subsidiary Shares to Onco US.
	 
	3.	 	Onco US arranges for the incorporation of a new Canadian subsidiary (“Newco”) with nominal
share capital.
	 
	4.	 	Onco US contributes the issued and outstanding shares held by Onco US in the share capital of
Onco BC to Newco, in exchange for which Newco issues additional shares in its share capital to
Onco US.
	 
	5.	 	Onco BC continues as a limited corporation under the ABCA.






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