Depositary Agreement Computershare

In February 2001, ONCAP entered into an agreement to purchase the issued and outstanding shares of BAE at a price of $US 25.25 per share, for a total purchase price of approximately $594 million. The purchase was made by a subsidiary of ONCAP created for this purpose, called „Subco“ in the briefs. Following the acquisition, Subco merged with BAE and the merged company was called CMC Electronics Inc. (CMC is known as „Subco“ throughout the shutdown). The custodian manages and provides an instrument that adopts such an appointment and, without further action, must delegate all remittances, property, rights, powers and duties of the previous custodian, as if he were originally designated as custodian. The rights and obligations of the Montreal Deposit Company as part of the conservation agreement were then transferred to the Computer Society of Canada. Funds allowing Computershare to pay BAE shareholders for their shares have been made available by ONCAP. The conservation agreement provided that computer sharing „cannot be held responsible for an error of judgment or an act or omission, except through negligence or wilful misconduct.“ An action in the event of negligence was therefore admitted by contract. However, Section 13.1 of the agreement provided that computer sharing as a custodian „must not have obligations or obligations other than those mentioned or subsequently agreed by [Computershare] and BAE Systems Canada Inc.“ , any claim was excluded by Section 13.1 of the ONCAP negligence agreement.

In order to facilitate the transfer of shares, BAE has entered into a conservation agreement with the Company`s Company Company Company Company of the Company of the Company of the Company of the Company of the Company of the Company of the Information Society („Montreal Trust“). BAE shareholders would deposit their shares with Montreal Trust and receive either $25.25 in cash, or $16.45 in cash and a dividend of $8.80. Shareholders had until April 5, 2001 to make this choice. Newbould J.A. of the Ontario Superior Court of Justice began reviewing the conservation agreement („arrangement“) to determine whether computershare was guilty of a breach of contract by not reporting on the ONCAP at all times.