Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shallunless and until this Agreement shall have been validly terminated in accordance with Section 5.02, within 14 days of the mailing of the Offer Circular, each Stockholder agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer (notwithstanding any statutory rightsall of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, rights under including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or rights which other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise haveExchange Agent may reasonably request) except upon and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. Subject For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon each Stockholder on the exercise of Options, the Shareholder shall, within 14 days date of the mailing expiration of the Offer Circular, irrevocably direct (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary under can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer that, upon have been satisfied (or are reasonably expected to be satisfied as of the issue of such Company Shares immediately before the Expiry Time expiration of the Offer, ) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such Company Shares are written notice can only be validly delivered by Parent to be deposited the extent that all of the conditions to the Offer and it is understood and agreed have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreementthe Tender Notice only, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, satisfaction of the Company and Minimum Condition shall include be tested assuming that all shares or other securities into or for which the of Company Shares may Common Stock to be converted, exchanged or otherwise changed tendered pursuant to any reorganization, merger, amalgamation or other transaction involving the Company Section 1.01 of this Agreement are tendered prior to the acquisition expiration of the Deposited Shares by Offer and that the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date consummation of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby occurs contemporaneously with the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion delivery of the Alternative Transaction Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the same manner as foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer, including, Offer if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionthat tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if (a) Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the each Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit agrees to tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited its Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Share Liens (as defined below) except for Permitted Share Liens. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, no later than the later of (I) two (2) Business Days following Shareholders’ receipt of written notice from Buyer (a “Buyer Notice”) that (x) all Offer Conditions, other than the Minimum Condition and those conditions that by their nature are to be satisfied in connection with the Closing, have been satisfied and (y) it is Buyer’s expectation to cause the Acceptance Time to occur promptly following the then-current Expiration Time and (II) five (5) Business Days prior to the Expiration Time, each Shareholder shall not withdraw deliver or take any action cause to withdraw any of be delivered to the Deposited Shares deposited under depositary designated in the Offer (notwithstanding any statutory rights, rights under pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of such Shareholder’s Subject Shares complying with the terms of the Offer, (ii) written instructions to such Shareholder’s broker, dealer, commercial bank, trust company or rights which other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the depository for the Offer may reasonably request) and (iii) all other documents or instruments required to be delivered by all other Company shareholders tendering into the Offer pursuant to the terms of the Offer. Each Shareholder might otherwise have) except upon agrees that, once any of its Subject Shares are tendered, such Shareholder will not withdraw and will cause not to be withdrawn such Subject Shares from the termination of Offer unless and until this Agreement shall have been validly terminated in accordance with Section 5.2; provided, that Shareholder may withdraw its Subject Shares in the event the then-current Expiration Date is extended in accordance with the Purchase Agreement for a period of more than five (5) Business Days so long as such Subject Shares are delivered no less than the later of (x) two (2) Business Days following Shareholders’ receipt of a new Buyer Notice and (y) five (5) Business Days prior to the Expiration Time. (b) If the Offer is terminated or withdrawn by Buyer, or the Purchase Agreement is validly terminated prior to the Acceptance Time in accordance with its terms. Subject to this Section 4.1, Buyer shall promptly return, and shall cause the depository for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circularto return, irrevocably all tendered Shares to the registered holders of such tendered Shares (and in connection with the foregoing, Buyer shall direct the depositary under the Offer that, upon the issue of depository to promptly return such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreementtendered Shares). 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, each Stockholder hereby covenants and agrees that if the Offeror makes to accept the Offer in compliance with Article 2 respect to all the Subject Shares of such Stockholder and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Share Encumbrances except for Permitted Share Encumbrances (each as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsAfter-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth (10th) business day, rights under or in each case if such Stockholder has not received the Offer Documents by such time, no later than two (2) business days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or rights which instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the Shareholder might otherwise haveterms of the Offer and (b) except upon a certificate or certificates representing all such Subject Shares that are certificated or, in the termination case of Subject Shares that are Book Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the Paying Agent may request to effect or evidence the transfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until (i) the Merger Agreement shall have been validly terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve Offer shall have been terminated, withdrawn or support shall have expired, or (iii) this Agreement shall have been terminated in accordance with Section 5.2 hereof. Upon the Alternative Transactionoccurrence of (i), then the Shareholder agrees to support the completion of the Alternative Transaction (ii) or (iii) in the same manner as preceding sentence, Parent and Purchaser shall promptly return, and shall cause the OfferPaying Agent to promptly return, including, if necessary, all Subject Shares tendered by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionStockholder.

Agreement to Tender. 4.1 The Shareholder hereby covenants and (a) Each Stockholder agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (which, for the Deposited Shares avoidance of doubt, shall include all Conversion Shares) pursuant to and in accordance with the terms of the Offer, free and thereafter the Shareholder shall not withdraw or take any action to withdraw any clear of all Liens (other than Permitted Liens). In furtherance of the Deposited Shares deposited under foregoing, as promptly as practicable after, but in no event later than (10) Business Days after, the commencement of the Offer (notwithstanding any statutory rightsother than with respect to the Conversion Shares, rights under for which the conversion and tender thereof shall be effected as provided in Section 1.3(b) unless converted prior to the effectiveness of the conversion contemplated thereby), each Stockholder shall: (i) deliver or cause to be delivered to the depositary designated in the Offer Documents and pursuant to the terms of the Offer (A) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (B) certificates representing such Subject Shares or rights which an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise havedepositary designated in the Offer Documents or Paying Agent may reasonably request) except upon in the termination case of a book-entry share of any uncertificated Subject Shares and (C) any and all other documents or instruments required to be delivered by other Company Stockholders pursuant to the terms of the Offer, and (ii) instruct and cause any other Person who is the record holder of any such Subject Shares (including the Stockholder’s broker, if applicable) to validly tender such Subject Shares pursuant to and in accordance with the terms and conditions of the Offer and the Offer Documents. Each Stockholder agrees that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not (and will cause anyone acting on its behalf not to) withdraw any of such Subject Shares from the Offer unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with its terms. Subject . (b) Unless each Stockholder has converted each share of Company Preferred Stock set forth opposite such Stockholder’s name on Schedule A hereto into the applicable Conversion Shares by the date (10) Business Days after the commencement of the Offer, each Stockholder agrees to validly tender or cause to be tendered in the Offer all of such Stockholder’s Conversion Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Permitted Liens) in the manner contemplated by this Section 4.11.3(b). As promptly as practicable after, for greater certaintybut in no event later than (10) Business Days after, the commencement of the Offer, each Stockholder shall: (i) deliver or cause to be delivered to the depositary designated in respect the Offer Documents and pursuant to the terms of the Offer (A) certificates representing the shares of Company Preferred Stock from which the Conversion Shares that are to be issued upon conversion thereof (or such other evidence, if any, of transfer as the exercise of Options, the Shareholder shall, within 14 days of the mailing of depositary designated in the Offer CircularDocuments or Paying Agent may reasonably request), irrevocably direct the depositary under the Offer that, upon the issue (B) a notice of conversion of such shares of Company Preferred Stock into the Conversion Shares (in any case after giving effect to the waiver of dividends contemplated by Section 1.2 if applicable), which shall be effected immediately before prior to the Expiry Acceptance Time but prior to the expiration of the Offer, which shares of Conversion Shares shall be tendered as contemplated by the letter of transmittal prior to the expiration of the Offer contemplated by clause (C) hereof, which notice shall be irrevocable except as contemplated by the last sentence of this Section 1.3(b), (C) a letter of transmittal with respect to such Company Stockholder’s Conversion Shares are to be deposited to complying with the terms of the Offer and it is understood and agreed thatthis Section 1.3(b), upon such direction, such Company Shares will which shall be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for deemed effective immediately following the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, issuance of the Company Conversion Shares as provided in clause (B) hereof and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition expiration of the Deposited Shares Offer, and (D) any and all other documents or instruments required to be delivered by other Company Stockholders pursuant to the Offeror under terms of the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) instruct and cause any other Person who is the Board recommends that Shareholders approve record holder of any such shares of Company Preferred Stock or support Conversion Shares (including the Alternative TransactionStockholder’s broker, then if applicable) to validly tender such Conversion Shares pursuant to and in accordance with the Shareholder agrees to support the completion terms and conditions of the Alternative Transaction Offer and the Offer Documents and this Section 1.3(b). Any instruments to be delivered by any Stockholder pursuant this Section 1.3(b) shall be in a form that is reasonably acceptable to Parent, approval of which shall not be unreasonably delayed, conditioned or withheld, and shall be delivered by such Stockholder only after providing Parent and its counsel a reasonable opportunity to review and comment on any such instruments. Each Stockholder shall provide copies of all instruments to be delivered by such Stockholder pursuant to this Section 1.3(b) to the Company and shall execute any other documents as are necessary or appropriate (including any instrument requested by the Company’s transfer agent) to effectuate the conversion of the Company Preferred Stock into the Conversion Shares and the transfer thereof as contemplated hereby. The Stockholder hereby directs the Company, on his behalf, to take all action necessary to effect the issuance and transfer of the Conversion Shares issued upon the conversion of shares of Company Preferred Shares contemplated by clause (B) above. The Company covenants to cause its transfer agent to record such conversion and transfer to Merger Sub in the same manner Company’s stock book on the terms set forth therein and to take all other reasonable action as is required to effect the conversion and tender contemplated hereby. Each Stockholder agrees that, once such Stockholder’s Conversion Shares are tendered (including upon delivery of the shares of Company Preferred Stock), such Stockholder will not (and will cause anyone acting on its behalf not to) withdraw any of such Conversion Shares from the Offer unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with its terms. (c) If the Offer is terminated or withdrawn by Parent or Merger Sub, or the Merger Agreement is terminated prior to the purchase of the Subject Shares in the Offer, includingParent and Merger Sub shall promptly return, if necessaryand shall cause any depositary acting on behalf of Parent or Merger Sub to return, by voting all tendered Subject Shares to the Deposited registered holders of the Subject Shares (and in favour connection with the foregoing, Parent and Merger Sub will direct the depositary to so return such tendered Subject Shares within three Business Days of a special resolution approving the Alternative Transactionany such termination or withdrawal).

Agreement to Tender. 4.1 The Shareholder Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, Stockholder hereby covenants and agrees that if the Offeror makes to accept the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days respect to all of the mailing of the Offer Circular, irrevocably deposit Subject Shares and tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Subject Shares that Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Share Encumbrances except for Permitted Share Encumbrances (each as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsAfter-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by Stockholder subsequent to such tenth (10th) business day, rights under or if Stockholder has not received the Offer Documents by such time, no later than five (5) business days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or rights which instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of the Shareholder might otherwise haveSubject Shares complying with the terms of the Offer and (b) except upon a certificate or certificates representing all of the termination Subject Shares that are certificated or, in the case of Subject Shares that are Book-Entry Shares, written instructions to Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered into the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the Paying Agent may request to effect or evidence the transfer thereof. Stockholder agrees that, once any of the Subject Shares are tendered, Stockholder will not withdraw such Subject Shares from the Offer, unless and until (i) the Merger Agreement shall have been validly terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve Offer shall have been terminated, withdrawn or support shall have expired, or (iii) this Agreement shall have been terminated in accordance with Section 5.02 hereof. Upon the Alternative Transactionoccurrence of (i), then the Shareholder agrees to support the completion of the Alternative Transaction (ii) or (iii) in the same manner as preceding sentence, Parent and Purchaser shall promptly return and shall cause the OfferPaying Agent to promptly return, includingall Subject Shares tendered by Stockholder. Nothing herein shall require Stockholder to exercise any Company Stock Options, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionprohibit Stockholder from exercising any Company Stock Options or require Stockholder to tender any Company Stock Options.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer (i) Unless this Agreement shall have been terminated in compliance accordance with Article 2 and the Acquisition AgreementSection 13(d), the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Stockholder shall (i) validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of Stockholder’s Shares (excluding for purposes of this Section 2(a) any of Stockholder’s Shares that are the Deposited Shares subject of unexercised options to purchase Common Stock granted or awarded under any of the Company’s stock plans or unexercised Warrants) pursuant to and in accordance with the terms of the Offer (including the tender of all certificates, documents or instruments required to be delivered pursuant to the terms of the Offer), as promptly as practicable (but no later than the close of business on the tenth (10th) business day) following the commencement of the Offer, or if Stockholder has not received the requisite offer documents by such time, within two (2) business days following receipt of such documents but in any event prior to the date of expiration of the Offer, free and thereafter the Shareholder shall clear of any Liens whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares, (ii) not withdraw its Shares, or take cause its Shares to be withdrawn, from the Offer at any action time, unless and until this Agreement shall have been terminated in accordance with Section 13(d) and (iii) duly tender to withdraw Purchaser during any of the Deposited Shares deposited “subsequent offering period” (as defined by Rule 14d-11 under the Offer (notwithstanding any statutory rights, rights under Exchange Act) provided by Purchaser in accordance with the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days all of the mailing Stockholder’s Shares, if any, which shall have been issued after the expiration of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 (ii) If (i) the Offeror concludes after Offer is terminated or withdrawn by Purchaser, or the date Merger Agreement is terminated prior to the purchase of this Agreement that it is necessary or desirable the Shares in the Offer, Parent and Purchaser shall promptly return, and shall cause any depository acting on behalf of Parent and Purchaser to proceed with a form return, all tendered Shares to the registered holders of transaction other than the Shares tendered in the Offer (and in connection with the foregoing, the Purchaser will direct the depository to so return such as a plan tendered Shares within three business days of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"termination or withdrawal), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants (a) Promptly after the date hereof and agrees that if prior to the Offeror makes Expiration Date, but in any event no later than the later of ten Business Days after the date hereof or within two Business Days after the Stockholder has received the Offer in compliance with Article 2 and the Acquisition AgreementDocuments, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of Stockholder shall duly tender into the Offer all of the Deposited Subject Shares pursuant to and in accordance with the terms of the Offer by (i) delivering to the depositary designated in the Offer (the “Depositary”) (A) a duly completed and executed letter of transmittal with respect to the Stockholder’s Subject Shares, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of Book-Entry Shares that are Subject Shares and (C) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (ii) instructing Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Stockholder shall duly tender to Purchaser during any Subsequent Offering Period provided by Purchaser in accordance with the terms of the Offer, and thereafter all of the Shareholder Subject Shares, if any, which shall have been issued after the Expiration Time. Stockholder agrees that once its Subject Shares are tendered pursuant to the terms hereof, Stockholder shall not withdraw or take any action to withdraw any tender of the Deposited Shares deposited under such Subject Shares, unless and until (i) the Offer (notwithstanding any statutory rightsshall have been terminated or shall have expired, rights under in each case, in accordance with the terms of the Offer Merger Agreement, or rights which the Shareholder might otherwise have(ii) except upon the termination of this Agreement shall have been terminated in accordance with its terms. Section 2.3 hereof. (b) If the Offer is terminated or withdrawn by Purchaser, or the Merger Agreement is terminated prior to the purchase of the Subject Shares in the Offer, Parent and Purchaser shall promptly return, and shall cause any depositary acting on behalf of Parent and Purchaser to this Section 4.1return, for greater certainty, all tendered Subject Shares to the registered holders of the Subject Shares (and in respect of Company Shares that are to be issued upon connection with the exercise of Optionsforegoing, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably Purchaser will direct the depositary under the Offer that, upon the issue to so return such tendered Subject Shares within three Business Days of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"termination or withdrawal), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if (a) From the Offeror makes date hereof until the Offer termination of this Agreement in compliance accordance with Article 2 and the Acquisition AgreementSection 5, the Shareholder shall, within 14 days provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the mailing of Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Offer CircularShareholder (in his individual capacity), irrevocably deposit tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Shareholder Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall not withdraw or take any action deliver pursuant to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which (i) a letter of transmittal with respect to all of the Shareholder might otherwise have) except upon Shares complying with the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such Company other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer. The Shareholder agrees that, once any of such Shareholder Shares are to be deposited to tendered, the Shareholder will not withdraw such Shareholder Shares from the Offer, unless and until (A) the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having shall have been deposited terminated in accordance with the terms of the Merger Agreement or (B) this AgreementAgreement shall have been validly terminated in accordance with Section 5. 4.2 For greater certainty(b) If the Offer is terminated or withdrawn by Merger Sub, for or the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company Merger Agreement is terminated prior to the acquisition purchase of the Deposited Shareholder Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, includingParent and Merger Sub shall promptly return, if necessaryand shall cause any depository acting on behalf of Parent and Merger Sub to return, all the Shareholder Shares tendered by voting the Deposited Shares Shareholder in favour of a special resolution approving the Alternative TransactionOffer to the Shareholder.

Agreement to Tender. 4.1 (a) The Shareholder Stockholder hereby covenants and agrees that if that, within five business days after commencement of the Offeror makes the Offer in compliance with Article 2 and the Acquisition AgreementOffer, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Stockholder shall validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited shares of Company Stock represented by the Stockholder’s Covered Shares pursuant to and in accordance with the terms of the Offer, and thereafter by delivering to the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under depositary designated in the Offer (notwithstanding any statutory rightsthe “Depositary”) (i) an executed letter of transmittal with respect to the Covered Shares, rights under (ii) a certificate or certificates representing the Covered Shares, (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and (iv) a letter of instruction signed by the Stockholder instructing the Company to convert the Covered Shares into Company Common Stock effective upon receipt of a certificate from an executive officer of Parent stating that (1) all of the conditions to the Offer (other than the Minimum Condition) have been satisfied or rights which the Shareholder might otherwise havewaived, (2) except upon the termination conversion by the Stockholder of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect Covered Shares into Company Common Stock and the conversion by the Other Stockholder of the shares of Company Shares that are to be issued upon the exercise of OptionsStock owned by it into Company Common Stock, the Shareholder shallMinimum Condition will have been satisfied, within 14 days and (3) Merger Sub stands ready to, and will, immediately following such conversion by the Stockholder and the Other Stockholder, accept for payment all shares of Company Common Stock validly tendered in the Offer and not theretofore withdrawn (all of the mailing of foregoing documents, the Offer Circular“Tender Documents”). (b) The Stockholder hereby agrees that once the Tender Documents shall have been delivered to the Depositary, irrevocably direct the depositary under Stockholder will not withdraw, nor permit the Offer thatwithdrawal of, upon the issue of such Company Shares immediately before the Expiry Time of any Tender Documents from the Offer, such Company Shares are to be deposited to the Offer unless and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If until (i) the Offeror concludes after Offer shall have been terminated by Merger Sub in accordance with the date terms of this Agreement that it is necessary the Merger Agreement, or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) this Agreement shall have been terminated in accordance with Section 6.1. (c) Notwithstanding the Board recommends that Shareholders approve or support provisions of Sections 2.1(a) and 2.1(b), in the Alternative Transactionevent of a Change in Recommendation made in compliance with the Merger Agreement, then the Shareholder agrees to support the completion obligation of the Alternative Transaction Stockholder to tender and not withdraw its Covered Shares in the same manner as set forth in this Section 2.1 shall only apply to an aggregate number of Covered Shares that is equal to 30% of the total number of shares of Company Stock outstanding on the Acceptance Date, and the Stockholder may or may not tender the balance of its Covered Shares in the Offer, includingand may withdraw from the Offer all or any portion of such balance of its Covered Shares that it may previously have tendered, if necessaryas the Stockholder, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionits sole discretion, determines.

Agreement to Tender. 4.1 (a) The Shareholder Stockholder hereby covenants and agrees that if that, within five business days after commencement of the Offeror makes the Offer in compliance with Article 2 and the Acquisition AgreementOffer, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Stockholder shall validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited shares of Company Stock represented by the Stockholder’s Covered Shares pursuant to and in accordance with the terms of the Offer, and thereafter by delivering to the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under depositary designated in the Offer (notwithstanding any statutory rightsthe “Depositary”) (i) an executed letter of transmittal with respect to the Covered Shares, rights under (ii) a certificate or certificates representing the Covered Shares, (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and (iv) a letter of instruction signed by the Stockholder instructing the Company to convert the Covered Shares into Company Common Stock effective upon receipt of a certificate from an executive officer of Parent stating that (1) all of the conditions to the Offer (other than the Minimum Condition) have been satisfied or rights which the Shareholder might otherwise havewaived, (2) except upon the termination conversion by the Stockholder of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect Covered Shares into Company Common Stock and the conversion by the Other Stockholder of the shares of Company Shares that are to be issued upon the exercise of OptionsStock owned by it into Company Common Stock, the Shareholder shallMinimum Condition will have been satisfied, within 14 days and (3) Merger Sub stands ready to, and will, immediately following such conversion by the Stockholder and the Other Stockholder, accept for payment all shares of Company Common Stock validly tendered in the Offer and not theretofore withdrawn (all of the mailing of foregoing documents, the Offer Circular“Tender Documents”). (b) The Stockholder hereby agrees that once the Tender Documents shall have been delivered to the Depositary, irrevocably direct the depositary under Stockholder will not withdraw, nor permit the Offer thatwithdrawal of, upon the issue of such Company Shares immediately before the Expiry Time of any Tender Documents from the Offer, such Company Shares are to be deposited to the Offer unless and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If until (i) the Offeror concludes after Offer shall have been terminated by Merger Sub in accordance with the date terms of this Agreement that it is necessary the Merger Agreement, or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) this Agreement shall have been terminated in accordance with Section 6.1. (c) Notwithstanding the Board recommends that Shareholders approve or support provisions of Sections 2.1(a) and 2.1(b), in the Alternative Transactionevent of a Change in Recommendation made in compliance with the Merger Agreement, then the Shareholder agrees to support the completion obligation of the Alternative Transaction Stockholder to tender and not withdraw its Covered Shares in the same manner as set forth in this Section 2.1 shall terminate automatically without any further action by any party, and the Stockholder may or may not tender all or any portion of its Covered Shares in the Offer, includingand may withdraw from the Offer all or any portion of its Covered Shares that it may previously have tendered, if necessaryas the Stockholder, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionits sole discretion, determines.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the Deposited terms of the Offer, free and clear of all Encumbrances except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than five (5) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such fifth (5th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall (a) deliver or cause to be delivered pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) a certificate representing all such Subject Shares that are certificated or, in the case of a Book Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) with respect to such Subject Shares, and (iii) all other documents or instruments that Parent or Purchaser may reasonably require or request in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer, and thereafter (b) instruct such Stockholder’s broker or such other Person that is the Shareholder shall not withdraw or take holder of record of any action Shares beneficially owned by the Stockholder to withdraw any tender such Shares free and clear of the Deposited Shares deposited under the Offer all Encumbrances (notwithstanding any statutory rights, rights under other than Permitted Encumbrances) in accordance with this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer or rights which the Shareholder might otherwise have) except upon the termination of at any time, unless and until this Agreement shall have been validly terminated in accordance with its termsSection 5.2. Subject Each Stockholder acknowledges and agrees that Purchaser’s obligation to this Section 4.1, accept for greater certainty, in respect of Company payment Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of tendered into the Offer, such Company including any Subject Shares are to be deposited tendered by the Stockholder, is subject to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionMerger Agreement.

Agreement to Tender. 4.1 The Shareholder hereby covenants and (a) Company Stockholder agrees that if as promptly as practicable after the Offeror makes commencement of the Offer, and in any event no later than the tenth Business Day following the commencement of the Offer, Company Stockholder shall validly and irrevocably tender into the Offer (and deliver any certificates evidencing the Subject Shares, to the extent that any are in compliance certificated form) all Subject Shares, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent Company Stockholder from tendering the Subject Shares in accordance with Article 2 and this Agreement or otherwise complying with Company Stockholder’s obligations under this Agreement; provided that if Company Stockholder has not received the Acquisition Agreement, Offer Documents within such ten Business Day period following the Shareholder shall, within 14 days commencement of the mailing Offer, Company Stockholder shall so tender the Subject Shares within five Business Days following receipt of the Offer CircularDocuments. If Company Stockholder acquires any Subject Shares after the tenth Business Day following the commencement of the Offer, irrevocably deposit or cause to be irrevocably deposited with the depositary under Company Stockholder shall validly tender into the Offer (and deliver any certificates evidencing such Subject Shares, to the extent that any are in acceptance certificated form) such Subject Shares within five Business Days following the date that Company Stockholder acquires such Subject Shares. (b) Company Stockholder agrees that once the Subject Shares are tendered into the Offer, Company Stockholder shall (i) promptly notify Parent that such Shares have been tendered and (ii) prior to the Termination Date, not withdraw the tender of such Subject Shares unless the Offer all of shall have been terminated or withdrawn prior to the Deposited Shares scheduled expiration time in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw Merger Agreement or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rightsshall have expired unconsummated, rights under or the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Merger Agreement has been terminated in accordance with its terms. Subject . (c) Notwithstanding anything herein to this Section 4.1the contrary, for greater certaintyif the Offer is terminated or withdrawn by Merger Sub, in respect of Company Shares that are or the Merger Agreement is terminated prior to be issued upon the exercise of Options, the Shareholder shall, within 14 days purchase of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Subject Shares immediately before the Expiry Time of in the Offer, such Parent and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Parent and Merger Sub to return, all the Subject Shares tendered by Company Shares are to be deposited to Stockholder in the Offer and it is understood and agreed that, upon such direction, such to Company Shares will be treated as having been deposited in accordance with this AgreementStockholder. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and Each Stockholder agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) (other than Permitted Encumbrances (as defined below)). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, as promptly as practicable after, but in no event later than (10) Business Days after, the Offer commencement of the Offer, each Stockholder shall (notwithstanding any statutory rights, rights under i) deliver pursuant to the terms of the Offer (A) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a Certificate representing such Subject Shares or rights which an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise haveExchange Agent may reasonably request) except upon in the termination case of a book-entry share of any uncertificated Subject Shares, and (C) all other documents or instruments required to be delivered by stockholders of the Company (the “Company Stockholders”) pursuant to the terms of the Offer, or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until the earliest of (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, (B) this Agreement shall have been terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of terms or (iii) such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited date and time as any amendment or change to the Offer or Merger Agreement is effected without each Stockholder’s consent that (A) decreases the Offer Price, (B) materially and it is understood and agreed that, upon adversely affects such direction, such Company Shares will be treated as having been deposited in accordance with this Stockholder or (C) violates Section 2.01(b) of the Merger Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Deposited Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens, except for Permitted Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsshares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, rights under as promptly as practicable after the acquisition of such shares, as the case may be (but, if such shares are acquired prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which (a) in the Shareholder might otherwise have) except upon the termination case of this Agreement in accordance Subject Shares represented by a Certificate, a letter of transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Subject Shares immediately before complying with the Expiry Time terms of the Offer, together with the Certificate(s) representing all such Company Subject Shares that are certificated or, (b) in the case of a Book Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be deposited tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments required by the terms of the Offer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer and the Merger Agreement (it is being understood and agreed that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, upon once any of such directionStockholder’s Subject Shares are tendered, such Company Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares will be treated as having from the Offer at any time, unless and until this Agreement shall have been deposited validly terminated in accordance with this Agreement. 4.2 Section 5.2. For greater certaintyclarity, no Stockholder shall be required, for the purposes of this Agreement, the term "to exercise any unexercised Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares Stock Options held by the Offeror under the Offersuch Stockholder. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder Each Securityholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited tendered in the Offer (i) any and all Shares currently beneficially owned by such Securityholder (excluding for purposes of this Section 1 any Shares that are the subject of unexercised In-the-Money Warrants or Company Options or unconverted Company Notes or deferred stock units, as applicable), (ii) any additional Shares with respect to which such Securityholder becomes the beneficial owner (including, without limitation, whether by purchase, by the exercise of In-the-Money Warrants or Company Options or conversion of Company Notes or otherwise) after the date of this Agreement (collectively, but excluding any shares that are disposed of in compliance with Section 9, the “Subject Shares”), (iii) any and all Company Notes beneficially owned by such Securityholder (excluding for purposes of this Section 1 any Company Notes that are converted into Shares after the date of this Agreement) (the “Subject Notes”) and (iv) any and all In-the-Money Warrants beneficially owned by such Securityholder (excluding for purposes of this Section 1 any In-the-Money Warrants that are exercised for Shares after the date of this Agreement) (the “Subject Warrants” and, together with the depositary under Subject Shares and Subject Notes, the Offer “Subject Securities”), in acceptance each case pursuant to and in accordance with the terms of the Offer all no later than seven (7) (A) a letter of transmittal with respect to its Subject Securities complying with the terms of the Deposited Shares Offer, (B) a certificate or certificates representing such Subject Securities or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Subject Securities and (C) all other documents or instruments, to the extent applicable, required to be delivered by other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Securities to tender such Subject Securities pursuant to and in accordance with the terms of the Offer. Each Securityholder agrees that once its Subject Securities are tendered, and thereafter the Shareholder shall such Securityholder will not withdraw or take any action cause to withdraw be withdrawn any of such Subject Securities from the Deposited Shares deposited under Offer, unless and until this Agreement shall have been terminated in accordance with Section 14(d). If the Offer (notwithstanding any statutory rightsis terminated by Parent or Purchaser, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement is terminated in accordance with its terms. Subject , Parent and Purchaser shall cause the depository acting on behalf of Parent and Purchaser to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited return all tendered Securities to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this AgreementSecurityholders promptly. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, each Stockholder hereby covenants and agrees that if the Offeror makes to accept the Offer in compliance with Article 2 respect to all the Subject Shares of such Stockholder and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Share Encumbrances except for Permitted Share Encumbrances (each as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsAfter-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth Business Day, rights under or in each case if such Stockholder has not received the Offer Documents by such time, no later than two Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or rights which instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the Shareholder might otherwise haveterms of the Offer and (b) except upon a certificate or certificates representing all such Subject Shares that are certificated or, in the termination case of Subject Shares that are Book Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the Paying Agent may request to effect or evidence the transfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until (i) the Merger Agreement shall have been validly terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve Offer shall have been terminated, withdrawn or support shall have expired, or (iii) this Agreement shall have been terminated in accordance with Section 5.2 hereof. Upon the Alternative Transactionoccurrence of (i), then the Shareholder agrees to support the completion of the Alternative Transaction (ii) or (iii) in the same manner as preceding sentence, Parent and Purchaser shall promptly return, and shall cause the OfferPaying Agent to promptly return, including, if necessary, all Subject Shares tendered by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionStockholder.

Agreement to Tender. 4.1 The Shareholder hereby covenants 3.1 This Lock-Up Agreement when signed and delivered by a Seller will constitute the agreement of such Seller, among other things, to accept the Offer and validly deposit or cause to be deposited and cause all acts and things to be done to deposit under the Offer, and not withdraw or cause to be withdrawn from the Offer, all of the Shares currently beneficially owned or controlled by such Seller, together with any Bonus Shares issuable to such Seller, and, in any event, not less than the aggregate number of Shares and Bonus Shares set forth immediately below such Seller’s Acceptance, together with a duly completed and executed letter of transmittal (or other appropriate instrument) (a “Transmittal”), on the terms and conditions set out herein. 3.2 This Lock-Up Agreement when signed and delivered by an Optionholder will constitute the agreement of such Optionholder, among other things, to conditionally exercise (as contemplated by section 1.5 of the Support Agreement) all of the Options currently owned by such Optionholder and, in any event, not less than the number of Options set forth immediately below such Optionholder’s Acceptance and to accept the Offer and validly deposit or cause to be deposited under the Offer and not withdraw or cause to be withdrawn from the Offer all of the Subsequently Acquired Shares issued upon such exercise of Options, together with a duly completed and executed Transmittal, on the terms and conditions set out herein or as otherwise contemplated by section 1.5 of the Support Agreement. 3.3 Each Seller agrees that if the Offeror makes the Offer in compliance with Article 2 Section 1.1 and Section 1.2, such Seller shall deposit or cause to be deposited with the Acquisition Agreement, depository under the Shareholder shall, Offer (a) within 14 20 calendar days of the mailing of the Offer CircularOffer, irrevocably all of the Subject Shares then outstanding (and such Seller shall ensure that all of such Subject Shares have become registered in the name of the Seller prior to such deposit), and (b) no later than three business days prior to the first scheduled expiry time of the Offer, all such documents as may be necessary or desirable to deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Subsequently Acquired Shares (including those to be acquired pursuant to the conditional exercise of Options), in each case in accordance with the terms of the OfferOffer or as otherwise contemplated by section 1.5 of the Support Agreement, and thereafter thereafter, except as may be permitted by this Lock-Up Agreement or unless this Lock-Up Agreement is terminated in accordance with Article 6, such Seller shall continue to support the Shareholder Offer and shall not withdraw or take any action to withdraw any of the Deposited such Seller’s Subject Shares deposited under the Offer including, without limitation, withdrawing or revoking a Transmittal (notwithstanding any statutory rights, rights or other rights under the terms of the Offer or rights otherwise which such Seller might have and whether or not a Superior Proposal is made or exists or the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with Company recommends or fails to recommend or withdraws, modifies or qualifies its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time recommendation of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement). 4.2 3.4 For greater certainty, for the purposes of this Lock-Up Agreement, the term "Company “Subject Shares" ” shall include refer to all the common shares, including all Shares which the common shares issued Sellers are required to deposit or cause to be deposited under outstanding Options, the Offer pursuant to the terms of the Company this Lock-Up Agreement and shall include all shares or other securities into or for which the Company Subject Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Subject Shares by Offeror, and shall also include any and all distributions of cash, securities or other property made on the Offeror under the Offer. 4.3 If (i) the Offeror concludes Subject Shares on or after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, includinghereof, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionany.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Deposited Agreement Period (as defined below)) pursuant to and in accordance with the terms of the Offer, free and clear of all Liens except for Permitted Liens (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (a) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, together with the Certificate(s) representing all such Subject Shares that are certificated, (b) in the case of a Book-Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments required by the terms of the Offer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer. Each Stockholder agrees that, and thereafter the Shareholder shall once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or take any action and will cause not to withdraw any of the Deposited be withdrawn such Subject Shares deposited under from the Offer (notwithstanding at any statutory rightstime, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of unless and until this Agreement shall have been validly terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement5.2. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The (a) Except as otherwise provided in Section 1.1(b) below and provided that this Agreement has not been terminated pursuant to Section 5.3, each Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit shall validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Shareholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, and thereafter the . As promptly as practicable after receipt by such Shareholder shall not withdraw of all documents or take any action instruments required to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under be delivered pursuant to the terms of the Offer Offer, including but not limited to the letter of transmittal, and in any event on or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time tenth (10th) business day prior to the Expiration Date, or if any Subject Share is acquired after the commencement of the Offer, on or before the later of (x) the fifth (5th) business day after such Company acquisition or (y) the tenth (10th) business day prior to the Expiration Date, but in any event prior to the Expiration Date, each Shareholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to its Subject Shares are complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments required to be deposited delivered by other shareholders of the Company pursuant to the Offer terms of the Offer, and/or (ii) instruct its broker or such other person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with the terms of the Offer. Each Shareholder agrees that once its Subject Shares are tendered, such Shareholder will not withdraw any of such Subject Shares from the Offer, unless and until this AgreementAgreement shall have been terminated in accordance with Section 5.3 or unless otherwise instructed by Parent. 4.2 For greater certainty(b) Notwithstanding the foregoing, for if so instructed in writing by Parent, each Shareholder shall not tender in the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, Offer up to twenty-five percent (25%) of the Company and number of Subject Shares listed opposite the name of the Shareholder on Annex I, or if such Shareholder shall include have previously tendered such Shareholder’s Subject Shares, such Shareholder shall take all shares necessary action to withdraw a sufficient number of Subject Shares from the Offer such that on the applicable Expiration Date such Shareholder shall remain the owner of twenty-five percent (25%) of the number of Subject Shares listed opposite the name of the Shareholder on Annex I or other securities into or for which the Company Shares to withdraw such lesser number as may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares instructed by the Offeror under the OfferParent. 4.3 If (c) Each Shareholder hereby acknowledges and agrees that (i) the Offeror concludes after the date obligation of this Agreement that it is necessary or desirable Purchaser to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the accept for payment and pay for any Company Shares on economic and other in the Offer, including any Subject Shares, shall be subject to the terms and conditions (including, without limitation, tax treatment) having consequences to of the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction")Offer, and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then any Subject Shares retained by the Shareholder agrees pursuant to support the completion terms of Section 1.1(b) above, withdrawn from the Offer pursuant to Section 1.1(b) above or not purchased in the Offer in the event that Purchaser reduces the number of Company Shares sought in the Offer pursuant to Section 1.1(e)(ii) of the Alternative Transaction Merger Agreement shall in all cases remain subject to the same manner as terms of this Agreement, including the voting obligations contemplated by Article IV hereof. (d) Each Shareholder agrees that, without the prior written consent of Purchaser, such Shareholder shall not exercise any Company Stock Options or Company SARs held by such Shareholder during the pendency of the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants 3.1 This Agreement when signed and delivered by a Seller will constitute the agreement of such Seller, among other things and subject to Section 3.3, to accept the Offer and validly deposit and cause to be deposited and cause all acts and things to be done to deposit under the Offer all of the Company Shares currently owned or controlled by such Seller and, in any event, not less than the number of Company Shares set forth opposite such Seller’s name on Schedule A hereto, together with a duly completed and executed letter of transmittal, on the terms and conditions set out herein. 3.2 Each Seller agrees that if the Parent causes the Offeror makes to make the Offer in compliance with Article 2 Section 1.1 and the Acquisition Agreement1.2, the Shareholder such Seller shall, subject to Section 3.3, deposit or cause to be deposited with the depository under the Offer within 14 10 days of the mailing of the Offer Bid Circular, irrevocably all of the Subject Company Shares all such documents as may be necessary or desirable to deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Subsequently Acquired Company Shares (including those to be acquired pursuant to the exercise of Options), in each case in accordance with the terms of the OfferOffer or as otherwise contemplated by Section 2.1 of the Support Agreement, and thereafter the Shareholder thereafter, except as may be permitted by this Agreement or unless this Agreement is terminated in accordance with Article 5, such Seller shall not withdraw or take any action to withdraw any of the Deposited such Seller’s Subject Company Shares deposited under the Offer (notwithstanding any statutory rights, rights or other rights under the terms of the Offer or rights otherwise which such Seller might have). 3.3 The obligations of the Shareholder might otherwise have) except upon the termination of this Agreement Sellers set forth in accordance with its terms. Sections 3.1 and 3.2 to tender their Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such and Subsequently Acquired Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed thatnot to withdraw any such shares deposited under the Offer, upon such direction, such shall not apply in the event that prior to the time that the Company Shares will be treated as having been deposited are taken up under the Offer, the Company proposes, in accordance with the terms of the Support Agreement, to enter into a Proposed Agreement in respect of a Superior Acquisition Proposal and, after the expiry of the five business-day period referred to in Section 6.2(e) of the Support Agreement, the Offeror has not offered to amend the Support Agreement to provide for financial terms at least equivalent to those in the Proposed Agreement, as determined by the Board of Directors in accordance with Section 6.2(e) of the Support Agreement. 3.4 For greater certainty, the obligation to tender the Subject Company Shares shall terminate upon termination of this Agreement. 4.2 3.5 For greater certainty, for the purposes of this Agreement, the term "“Subject Company Shares" ” shall include refer to all the common sharesCompany Shares, including all Subsequently Acquired Company Shares, which the common shares issued Sellers are required to tender under outstanding Options, the Offer pursuant to the terms of the Company this Agreement and shall include all shares or other securities into or for which the Subject Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Subject Company Shares by the Offeror under the OfferOfferor. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if (a) During the Offeror makes the Offer Agreement Period, (as defined below) each Stockholder, in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days its capacity as a stockholder of the mailing of the Offer CircularCompany, hereby irrevocably deposit and unconditionally agrees to validly tender, or cause to be irrevocably deposited tendered, in the Offer (and, in each case, not withdraw) all of such Stockholder’s Subject Shares pursuant to and in accordance with the depositary terms of the Offer, free and clear of all Liens (other than any transfer restrictions under applicable securities Laws) as promptly as practicable (but, in no event later than ten (10) Business Days) after the commencement (within the meaning of Rule 14d-2 under the Offer in acceptance Exchange Act) of the Offer all Offer. In furtherance of the Deposited foregoing, at the time of such tender, each Stockholder shall (i) deliver to the Paying Agent designated in the Offer (A) a letter of transmittal with respect to the Subject Shares, duly completed and validly executed in accordance with the instructions thereto, (B) a Certificate or Certificates representing the Subject Shares (or effective affidavits of loss in lieu thereof) or an “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares and (C) such other documents and instruments as Parent or Merger Sub may reasonably request to be delivered in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer, and thereafter (ii) instruct its broker or such other Person that is the Shareholder shall not withdraw or take holder of record of any action Subject Shares to withdraw any of the Deposited tender such Subject Shares deposited under the Offer (notwithstanding any statutory rights, rights under pursuant to and in accordance with the terms of the Offer Offer. Each Stockholder agrees that once the Subject Shares are tendered, such Stockholder will not withdraw, or rights which cause to be withdrawn, such Subject Shares from the Shareholder might otherwise have) except upon the termination of Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 12. The Stockholders acknowledge that and agree that Xxxxxx Sub’s obligation to accept for payment shares of Company Common Stock tendered into the Offer, including any Subject Shares tendered by the Stockholder, is subject to the terms and conditions of the Merger Agreement. (b) If the Offer is terminated or withdrawn by Merger Sub, or the Merger Agreement is terminated prior to the Effective Time in accordance with its terms. , Parent and Merger Sub shall promptly return, and shall cause the Paying Agent to promptly return, all tendered Subject Shares to this Section 4.1, for greater certaintythe registered holders of such Subject Shares (and, in respect of Company Shares that are to be issued upon connection with the exercise of Optionsforegoing, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably Merger Sub shall direct the depositary under the Offer that, upon the issue Paying Agent to so return such tendered Subject Shares within five (5) Business Days of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"termination or withdrawal), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 (a) The Shareholder hereby covenants and Stockholder agrees that if the Offeror makes to accept the Offer in compliance with Article 2 respect to all the Shares and the Acquisition Agreementto tender, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with tendered, the depositary under Shares, free and clear of any Liens, pursuant to the Offer in acceptance Offer. Such tender shall be made no later than the 5th business day after commencement of the Offer all or, with respect to any Additional Shares acquired later than such time, within 3 business days following the date that the Stockholder acquired such Additional Shares, but no later than the expiration of the Deposited Offer. Without limiting the generality of the foregoing, the Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause the Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares, to tender such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Stockholder shall not withdraw, or cause to be withdrawn, any Shares tendered pursuant to the Offer unless this Agreement is terminated pursuant to Section 4.01 or the Offer is terminated in accordance with the terms of the Offer, Merger Agreement. Merger Sub shall pay the Stockholder for any Shares tendered (and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise havewithdrawn) except upon the termination of this Agreement in accordance with its termsthe provisions of the Merger Agreement. Subject The Stockholder agrees to (x) permit Parent and Merger Sub to publish and disclose in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with the SEC), his identity and ownership of Shares, the nature of his commitments under this Section 4.1, for greater certaintyAgreement and any other information required by applicable Law or that Parent may reasonably request, in respect of Company Shares that are each case subject to the Stockholder’s prior approval (not to be issued upon unreasonably withheld), and (y) promptly provide to Parent or Merger Sub, as applicable, any such information. The Stockholder shall promptly notify Parent of any required corrections of which the exercise of OptionsStockholder becomes aware with respect to any written information supplied by him specifically for use in any such disclosure document, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited if and to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited extent that any shall have become false or misleading in accordance any material respect. The Stockholder shall not issue any press release or make any other public statement with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior respect to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those transactions contemplated by this Agreement and the Acquisition Merger Agreement without the prior written consent of Parent, except as such release or statement may be required by applicable Law or the rules and regulations of any applicable United States securities exchange or regulatory or Governmental Entity to which Stockholder is subject or submits. (b) Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder to exercise any option to purchase shares of Company Common Stock or to tender any securities not outstanding at the relevant time. (c) The Stockholder acknowledges that the obligations to tender, or cause to be tendered, and not to withdraw, or cause to be withdrawn, the Shares as provided herein require the Stockholder to tender, or cause to be tendered, the Shares to Merger Sub in the event that the parties to the Merger Agreement adjust the terms and conditions of the Offer; provided that, following any such transaction is referred adjustment to the Offer, (i) the Offer Price shall be no less than as an "Alternative Transaction"), set forth in the Merger Agreement on the date hereof and (ii) the Board recommends that Shareholders approve or support consideration paid to the Alternative Transaction, then Stockholder for Shares tendered in the Shareholder agrees Offer is equal to support the completion highest consideration paid to any other holder of Company Common Stock for shares of Company Common Stock tendered in the Offer (any adjustment to the terms and conditions of the Alternative Transaction in Offer by Parent or Merger Sub that is inconsistent with clause (i) or (ii) of the same manner as the Offerforegoing proviso, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionan “Adverse Amendment”).

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shallunless and until this Agreement shall have been validly terminated in accordance with Section 5.2, within 14 days of the mailing of the Offer Circular, each Stockholder agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than (x) Company Options that are not exercised during the Deposited Shares term of this Agreement and (y) Company RSUs that do not vest during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer (notwithstanding any statutory rightsall of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, rights under including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or rights which other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise haveExchange Agent may reasonably request) except upon and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer (it being understood that this sentence shall not apply to (x) Company Options that are not exercised during the term of this Agreement and (y) Company RSUs that do not vest during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. In the event this Agreement has been validly terminated in accordance with Section 5.2, Purchaser shall, and Parent shall cause Purchaser to, promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent, Purchaser or any other Subsidiary of Parent. Subject For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent or Purchaser to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon each Stockholder on the exercise of Options, the Shareholder shall, within 14 days date of the mailing expiration of the Offer Circular, irrevocably direct (as soon as practicable following 1:00 p.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary under can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer that, upon have been satisfied (or are reasonably expected to be satisfied as of the issue of such Company Shares immediately before the Expiry Time expiration of the Offer, ) or waived by Purchaser (to the extent permitted by the Merger Agreement) (it being understood that such Company Shares are written notice can only be validly delivered by Parent or Purchaser to be deposited the extent that all of the conditions to the Offer and it is understood and agreed have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Purchaser (to the extent permitted by the Merger Agreement)); provided that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreementthe Tender Notice only, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, satisfaction of the Company and Minimum Condition shall include be tested assuming that all shares or other securities into or for which the of Company Shares may Common Stock to be converted, exchanged or otherwise changed tendered pursuant to any reorganization, merger, amalgamation or other transaction involving the Company Section 1.1 of this Agreement are tendered prior to the acquisition expiration of the Deposited Shares by Offer and that the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date consummation of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby occurs contemporaneously with the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion delivery of the Alternative Transaction Tender Notice. For the avoidance of doubt, nothing in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of this Section 1.1 shall obligate Parent or Purchaser to deliver a special resolution approving the Alternative TransactionTender Notice.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Deposited Shares term of this Agreement or Company Restricted Stock that does not vest during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens except for Permitted Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsshares of Company Common Stock acquired by such Stockholder (or in the case of Company Restricted Stock, rights under which vests) subsequent to such tenth (10th) business day as promptly as practicable after the acquisition or vesting of such shares, as the case may be (but, if such shares are acquired or vest prior to the expiration of the Offer, in no event later than expiration of the Offer), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Subject Shares immediately before complying with the Expiry Time terms of the Offer, together with a certificate representing all such Company Subject Shares that are certificated or, (b) in the case of a Book Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be deposited tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments required by the terms of the Offer and it is understood and agreed that, upon in order to effect the valid tender of such direction, such Company Stockholder’s Subject Shares will be treated as having been deposited in accordance with the terms of the Offer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement or Company Restricted Stock that does not vest during the term of this Agreement. 4.2 ). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. For greater certaintyclarity, no Stockholder shall be required, for the purposes of this Agreement, the term "to exercise any unexercised Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares Stock Options held by the Offeror under the Offersuch Stockholder. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Deposited Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens except for Permitted Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsshares of Company Common Stock or Company Stock Options acquired by such Stockholder subsequent to such tenth (10th) business day, rights under or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Subject Shares immediately before complying with the Expiry Time terms of the Offer, (b) a certificate representing all such Company Subject Shares that are certificated or, in the case of a Book Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be deposited tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Offer Paying Agent may reasonably request) with respect to such Subject Shares, and it is understood and agreed that, upon (c) all other documents or instruments that Parent or Merger Sub may reasonably require or request in order to effect the valid tender of such direction, such Company Stockholder’s Subject Shares will be treated as having been deposited in accordance with the terms of the Offer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement. 4.2 ). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. For greater certaintyclarity, no Stockholder shall be required, for the purposes of this Agreement, the term "to exercise any unexercised Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares Stock Options held by the Offeror under the Offersuch Stockholder. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants Unless the Expiration Date has occurred, Stockholder shall following the commencement of the Offer, and agrees that if in any event no later than the Offeror makes first (1st) Business Day following the Offer expiration of the “go-shop” period provided for in compliance with Article 2 and Section 7.04 of the Acquisition Merger Agreement, validly tender (and shall not withdraw) the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause Shares pursuant to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares and in accordance with the terms of the Offer. If Stockholder acquires Shares after the date hereof, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of unless this Agreement shall have been terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are Stockholder shall tender or cause to be issued upon tendered such Shares on or before the exercise of OptionsExpiration Date. Unless the Expiration Date has occurred, the Shareholder Stockholder shall, within 14 days of pursuant to and in accordance with the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms and conditions of the Offer, such Company (a) deliver to the depositary designated in the Offer, (i) a letter of transmittal with respect to the Shares are complying with the terms of the Offer, (ii) certificates representing the Shares, if applicable, and (iii) all other documents or instruments required to be deposited delivered pursuant to the terms of the Offer, and/or (b) instruct its broker or such other person who is the holder of record of any Shares to tender such Shares in the Offer pursuant to the terms and it is understood and agreed thatconditions of the Offer. Unless the Expiration Date has occurred, upon such directionStockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent, such Company Merger Sub or any other Subsidiary of Parent. Notwithstanding the foregoing, if the Expiration Date occurs due to a termination of the Merger Agreement pursuant to Article IX thereof after Stockholder has tendered any Shares will be treated as having been deposited in the Offer in accordance with this Agreement. 4.2 For greater certaintySection 3, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Stockholder may withdraw any such Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving and in accordance with the Company prior to the acquisition terms and conditions of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Deposited Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens except for Permitted Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsshares of Company Common Stock or Company Options acquired by such Stockholder subsequent to such tenth (10th) business day, rights under or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Subject Shares immediately before complying with the Expiry Time terms of the Offer, (b) a certificate representing all such Company Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be deposited tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Offer Paying Agent may reasonably request) with respect to such Subject Shares, and it is understood and agreed that, upon (c) all other documents or instruments that Parent or Merger Sub may reasonably require or request in order to effect the valid tender of such direction, such Company Stockholder’s Subject Shares will be treated as having been deposited in accordance with the terms of the Offer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement. 4.2 ). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. For greater certaintyclarity, no Stockholder shall be required, for the purposes of this Agreement, the term "to exercise any unexercised Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares Stock Options held by the Offeror under the Offersuch Stockholder. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and Each Stockholder agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (other than Permitted Encumbrances). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, as promptly as practicable after, but in no event later than fifteen Business Days after, the Offer (notwithstanding any statutory rightscommencement of the Offer, rights under each Stockholder shall deliver pursuant to the terms of the Offer (A) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a certificate representing such Subject Shares or rights which an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise haveExchange Agent may reasonably request) except upon in the termination case of a book-entry share of any uncertificated Subject Shares and (C) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, (B) the Merger Agreement is terminated, pursuant to its terms, prior to the purchase of the Subject Shares in the Offer, (C) the Company Board shall have made an Adverse Recommendation Change (in connection with a Competing Proposal), or (D) this Agreement shall have been terminated in accordance with its terms. Subject ; provided, however, that a Stockholder shall not be required to this Section 4.1, for greater certainty, in respect of (x) exercise any unexercised Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, Options for the purposes of this Agreement, Agreement or (y) tender any Subject Shares into the term "Company Shares" shall include all the common shares, including all the common shares issued Offer if such tender could cause such Stockholder to incur liability under outstanding Options, Section 16(b) of the Company and Exchange Act (provided, however, for the avoidance of doubt, that nothing in this Section 1.1 shall include all shares be deemed a waiver or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition an amendment of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion provisions set forth in Section 5.10 of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionMerger Agreement).

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if (a) Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, during the Shareholder shalltime this Agreement is in effect, within 14 days of the mailing of the Offer Circular, each Stockholder agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Securities (other than (x) Company Stock Options that are not exercised during the Deposited Shares term of this Agreement and (y) Company RSUs and Company RSAs that do not vest in accordance with their terms during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below), other than Permitted Encumbrances (as defined below). (b) Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Offer (notwithstanding any statutory rightsExchange Act) of the Offer, rights under each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Securities described in Section 1.1(a) above complying with the terms of the Offer (or rights which in the Shareholder might otherwise havecase of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) except upon business day, or in each case if such Stockholder has not received the termination Offer Documents by such time, as promptly as practicable after the acquisition of this Agreement such shares or receipt of the Offer Documents, as the case may be) and (b) a certificate representing all such Subject Securities in the case of any shares that are certificated or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a Book-Entry Share. Each Stockholder agrees to promptly deliver any other documents or instruments that Parent or Merger Sub may reasonably require in order to effect the valid tender of such Stockholder’s Subject Securities described in Section 1.1(a) above in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer. Each Stockholder agrees that, once all such Stockholder’s Subject Securities described in Section 1.1(a) above are tendered, such Company Shares are to be deposited to Stockholder will not withdraw any of such Subject Securities from the Offer Offer, unless and it is understood and agreed that, upon such direction, such Company Shares will be treated as having until (i) this Agreement shall have been deposited validly terminated in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares Section 5.2 or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve Offer shall have been terminated, withdrawn or support otherwise shall have expired. Upon the Alternative Transaction, then the Shareholder agrees to support the completion occurrence of the Alternative Transaction (i) or (ii) in the same manner as preceding sentence, Parent and Merger Sub shall promptly return, and shall cause the OfferPaying Agent to promptly return, including, if necessary, all Subject Securities tendered by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactioneach Stockholder.

Agreement to Tender. 4.1 The Shareholder hereby covenants 3.1 This Lock-Up Agreement when signed and delivered by a Seller will constitute the agreement of such Seller, among other things, to accept the Offer and validly deposit or cause to be deposited and cause all acts and things to be done to deposit under the Offer, and not withdraw or cause to be withdrawn from the Offer, all of the Shares currently beneficially owned or controlled by such Seller, together with any Bonus Shares issuable to such Seller, and, in any event, not less than the aggregate number of Shares and Bonus Shares set forth immediately below such Seller's Acceptance, together with a duly completed and executed letter of transmittal (or other appropriate instrument) (a "Transmittal"), on the terms and conditions set out herein. 3.2 This Lock-Up Agreement when signed and delivered by an Optionholder will constitute the agreement of such Optionholder, among other things, to conditionally exercise (as contemplated by section 1.5 of the Support Agreement) all of the Options currently owned by such Optionholder and, in any event, not less than the number of Options set forth immediately below such Optionholder's Acceptance and to accept the Offer and validly deposit or cause to be deposited under the Offer and not withdraw or cause to be withdrawn from the Offer all of the Subsequently Acquired Shares issued upon such exercise of Options, together with a duly completed and executed Transmittal, on the terms and conditions set out herein or as otherwise contemplated by section 1.5 of the Support Agreement. 3.3 Each Seller agrees that if the Offeror makes the Offer in compliance with Article 2 Section 1.1 and Section 1.2, such Seller shall deposit or cause to be deposited with the Acquisition Agreement, depository under the Shareholder shall, Offer (a) within 14 20 calendar days of the mailing of the Offer CircularOffer, irrevocably all of the Subject Shares then outstanding (and such Seller shall ensure that all of such Subject Shares have become registered in the name of the Seller prior to such deposit), and (b) no later than three business days prior to the first scheduled expiry time of the Offer, all such documents as may be necessary or desirable to deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Subsequently Acquired Shares (including those to be acquired pursuant to the conditional exercise of Options), in each case in accordance with the terms of the OfferOffer or as otherwise contemplated by section 1.5 of the Support Agreement, and thereafter thereafter, except as may be permitted by this Lock-Up Agreement or unless this Lock-Up Agreement is terminated in accordance with Article 6, such Seller shall continue to support the Shareholder Offer and shall not withdraw or take any action to withdraw any of the Deposited such Seller's Subject Shares deposited under the Offer including, without limitation, withdrawing or revoking a Transmittal (notwithstanding any statutory rights, rights or other rights under the terms of the Offer or rights otherwise which such Seller might have and whether or not a Superior Proposal is made or exists or the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with Company recommends or fails to recommend or withdraws, modifies or qualifies its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time recommendation of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement). 4.2 3.4 For greater certainty, for the purposes of this Lock-Up Agreement, the term "Company Subject Shares" shall include refer to all the common shares, including all Shares which the common shares issued Sellers are required to deposit or cause to be deposited under outstanding Options, the Offer pursuant to the terms of the Company this Lock-Up Agreement and shall include all shares or other securities into or for which the Company Subject Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Subject Shares by Offeror, and shall also include any and all distributions of cash, securities or other property made on the Offeror under the Offer. 4.3 If (i) the Offeror concludes Subject Shares on or after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, includinghereof, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionany.

Agreement to Tender. 4.1 The Shareholder (a) Each Stockholder hereby covenants agrees severally (and agrees that if the Offeror makes not jointly) to accept the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days respect to all of the mailing Subject Shares of the Stockholder and to tender (or cause the record owner of such Shares to tender) all of his, her or its Subject Shares into the Offer. Such tender shall be made within 10 business days following the date hereof and shall not be withdrawn. Subject to Section 9 below, (i) the obligation of any Stockholder to tender and not withdraw his, her or its Subject Shares is conditioned only upon lawful commencement of the Offer Circularand otherwise is unconditional and (ii) immediately following the purchase of any Shares in the Offer, irrevocably deposit Merger Subsidiary shall purchase all Subject Shares not purchased in the Offer, if any. (b) Notwithstanding the foregoing, no Stockholder shall be required to tender his, her or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited its Subject Shares, not withdraw his, her or its Subject Shares or otherwise sell his, her or its Subject Shares in accordance with the terms of this Agreement in the event that, without the prior written consent of such Stockholder, any of the following has occurred: (i) a decrease in the Offer Price or change in the form of consideration payable in the Offer, and thereafter (ii) a decrease in the Shareholder shall not withdraw number of Shares sought in the Offer, (iii) an amendment or take any action to withdraw any waiver of the Deposited Shares deposited under Minimum Condition, (iv) the imposition of additional conditions to the Offer or amendment to any condition to the Offer that is adverse in any material respect to the holders of the Shares, (notwithstanding v) an amendment of any statutory rights, rights under the terms other term of the Offer in any manner adverse in any material respect to the holders of Shares or rights which the Shareholder might otherwise have(vi) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days an extension of the mailing expiration date of the Offer Circular, irrevocably direct which requires the depositary consent of the Company under the Offer that, upon Merger Agreement. (c) Merger Subsidiary shall be entitled to deduct and withhold from the issue consideration otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such Company Shares immediately before payment under the Expiry Time Internal Revenue Code of 1986, as amended, or under any provision of state, local or foreign tax law. (d) Each of the Offer, such Company Shares are Stockholders hereby permits Buyer and Merger Subsidiary to be deposited to publish and disclose in the Offer Documents (as such term is defined in Section 1.01(c) of the Merger Agreement) his, her or its identity and it is understood ownership of Subject Shares and agreed thatthe nature of his, upon such directionher or its commitments, such Company Shares will be treated as having been deposited in accordance with arrangements and understandings under this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit each Stockholder agrees to tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Deposited Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens except for Permitted Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than 15 Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding any statutory rightsor, rights under in respect of New Shares, no later than the earlier of (i) 5 Business Days of the Stockholder acquiring such New Shares and (ii) the expiration of the Offer), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Subject Shares immediately before complying with the Expiry Time terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated, and (c) all other documents or instruments, to the extent applicable, required to be delivered by other Company stockholders pursuant to the terms of the Offer in order to effect the valid tender of the Subject Shares (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are to be deposited to the Offer and it is understood and agreed that, upon such directiontendered, such Company Stockholder will not withdraw such Subject Shares will be treated as having from the Offer, unless and until this Agreement shall have been deposited validly terminated in accordance with this Agreement. 4.2 Section 5.2. For greater certaintyclarity, for the purposes no Stockholder shall be required to exercise (or be prohibited from exercising) any unexercised Company Stock Options held by such Stockholder in order to comply with any provision of this Agreement, but any New Shares that result from the settlement of any Company Stock Option exercised by Stockholder and settled during the term "Company Shares" of this Agreement shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant immediately upon such settlement become subject to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date those provisions of this Agreement that it is necessary or desirable are not otherwise applicable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the unexercised Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionStock Options.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Each Stockholder shall duly tender (or cause to be irrevocably deposited tendered), in the Offer, all of such Stockholder’s Subject Shares pursuant to and in accordance with the depositary under the Offer in acceptance terms of the Offer free and clear of all Liens. Promptly, but in any event no later than ten (10) Business Days after the commencement of the Deposited Offer (the “Tender Date”), each Stockholder shall (i) deliver (or cause to be delivered) to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares (or an affidavit of lost certificate with respect thereto that is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) or, in the case of a book-entry transfer of any uncertificated Subject Shares, an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) and (C) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. If a Stockholder acquires Subject Shares after the Tender Date, and thereafter such Stockholder shall tender (or cause to be tendered) such Subject Shares into the Shareholder shall Offer on or before the fifth (5th) Business Day prior to the expiration of the Offer or, if later, on or before the second (2nd) Business Day after such acquisition but in any event prior to the expiration of the Offer. Each Stockholder agrees that once such Stockholder’s Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw (or take cause to be withdrawn) any action to withdraw any tender of the Deposited Shares deposited under such Subject Shares, unless and until (x) the Offer (notwithstanding any statutory rightsshall have been terminated or shall have expired, rights under in each case, in accordance with the terms of the Offer Merger Agreement, or rights which the Shareholder might otherwise have(y) except upon the termination of this Agreement shall have been terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement4.04. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days each of the mailing of the Offer Circular, irrevocably deposit Stockholders agrees to validly tender or cause to be irrevocably deposited with the depositary under the Offer validly tendered in acceptance of the Offer all of the Deposited Shares pursuant to and in accordance with the terms of the Offer, free and thereafter the Shareholder shall not withdraw clear of any Encumbrances, claims, proxies, voting trusts or take Contracts, options, rights, understandings or arrangements or any action to withdraw other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of the Deposited Shares deposited Stockholders in respect of such Shares, except for Permitted Encumbrances. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 5 Business Days after the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer, each Stockholder shall (a) deliver pursuant to the terms of the Offer (notwithstanding any statutory rightsi) a letter of transmittal with respect to all Shares complying with the terms of the Offer, rights under (ii) a certificate (or effective affidavits of loss in lieu thereof) representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request) in the case of Book-Entry Evidence, and (iii) all other documents or instruments reasonably required to be delivered by stockholders of the Company pursuant to the terms of the Offer or rights which as Parent may reasonably require or request in order to effect the Shareholder might otherwise have) except upon the termination valid tender of this Agreement all Shares in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing terms of the Offer Circular, irrevocably direct or (b) cause the depositary under Stockholders’ broker or such other Person that is the Offer that, upon holder of record of any Shares beneficially owned by the issue Stockholders to validly tender such Shares pursuant to and in accordance with clause (a) of such Company Shares immediately before this Section 3 and the Expiry Time terms of the Offer. Each of the Stockholders agrees that, once any of its Shares are tendered, such Company Shares are Stockholder will not withdraw and will not cause or allow to be deposited to withdrawn any of such Shares from the Offer at any time, unless and it is understood and agreed that, upon such direction, such Company Shares will be treated as having until this Agreement shall have been deposited validly terminated in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" Section 12. The Stockholders shall include all the common shares, including all the common shares issued under outstanding Options, notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional Shares (including shares of Company and shall include all shares Common Stock) of which any Stockholder acquires beneficial or other securities into record ownership on or for which after the Company Shares may be converted, exchanged date hereof. If the Offer is terminated or otherwise changed pursuant to any reorganization, merger, amalgamation withdrawn by Acquisition Sub or other transaction involving the Company Merger Agreement is terminated prior to the acquisition purchase of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, includingParent and Acquisition Sub shall promptly return, if necessaryand shall cause any depository or paying agent, by voting acting on behalf of Parent and Acquisition Sub, to promptly return all tendered Shares to the Deposited Shares in favour of a special resolution approving the Alternative TransactionStockholders.

Agreement to Tender. 4.1 The Shareholder hereby covenants and Each Stockholder agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (other than Permitted Encumbrances). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, as promptly as practicable after, but in no event later than ten Business Days after, the Offer (notwithstanding any statutory rightscommencement of the Offer, rights under each Stockholder shall deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (the “Tender Date”) and all other documents or rights which instruments required to be delivered by other Company stockholders pursuant to the Shareholder might otherwise haveterms of the Offer, including (A) except upon a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the termination terms of the Offer and (B) a certificate representing such Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If any Stockholder acquires any Subject Shares after the Tender Date, such Stockholder shall tender into the Offer such Subject Shares prior to the earlier of (x) three Business Days following the date that the Stockholder shall acquire such Subject Shares and (y) the Expiration Date. Each Stockholder agrees that, once such Stockholder’s Subject Shares are tendered, such Stockholder shall not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, (B) the Merger Agreement is terminated, pursuant to its terms, prior to the purchase of the Subject Shares in the Offer, (C) the Company Board shall have made an Adverse Recommendation Change (solely in connection with a Competing Proposal), or (D) this Agreement shall have been terminated in accordance with its terms. Subject ; provided, however, that a Stockholder shall not be required to this Section 4.1, for greater certainty, in respect of (x) exercise any unexercised Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, Options for the purposes of this Agreement, Agreement or (y) tender any Subject Shares into the term "Company Shares" shall include all the common shares, including all the common shares issued Offer if such tender could cause such Stockholder to incur liability under outstanding Options, Section 16(b) of the Company and Exchange Act (provided, however, for the avoidance of doubt, that nothing in this Section 1.1 shall include all shares be deemed a waiver or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition an amendment of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion provisions set forth in Section 5.10 of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionMerger Agreement).

Agreement to Tender. 4.1 1.1 The Shareholder hereby covenants and Stockholder agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer validly tendered in acceptance of the Offer all of the Deposited Owned Shares (less and excluding the Rollover Shares) and any additional shares of Common Stock or other voting securities of the Company acquired by the Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (as adjusted pursuant to Section 13, collectively, the “Covered Shares”), pursuant to and in accordance with the terms of the Offer, and thereafter . Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the Offer commencement of the Offer, the Stockholder shall (notwithstanding any statutory rights, rights under a) deliver pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(i) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days all of the mailing of Covered Shares complying with the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, (ii) one or more certificate(s) representing all of the Covered Shares or an “agent’s message” (or such Company other evidence, if any, of transfer as the depository may reasonably request) in the case of any Covered Shares are in the form of book-entry shares, and (iii) all other documents or instruments required to be deposited delivered by the Stockholder pursuant to the Offer terms of the Offer, and it (b) instruct the Stockholder’s broker or such other Person that is understood the holder of record of any Covered Shares to tender all such Covered Shares pursuant to and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this AgreementSection 1.1 and the terms of the Offer. The Stockholder agrees that once the Covered Shares are tendered, the Stockholder will not withdraw any of the Covered Shares from the Offer until the Termination Date. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 1.2 If (i) the Offeror concludes after the date of this Agreement that it Offer is necessary terminated or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement withdrawn by Parent or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (includingMerger Sub, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve Termination Date occurs prior to the Offer Acceptance Time, Parent and Merger Sub shall promptly return, or support the Alternative Transactioncause any depository acting on behalf of Parent and Merger Sub to return, then the Shareholder agrees to support the completion all of the Alternative Transaction Covered Shares tendered by the Stockholder in the same manner as Offer to the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionStockholder.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if (a) Within ten Business Days after the Offeror makes date hereof, the Holders shall duly tender into the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days at least 211,711,155 of the mailing Subject Shares (with the allocation between the Holders being determined by the Holders in their discretion) pursuant to and in accordance with the terms of the Offer Circular, irrevocably deposit or cause by (i) delivering to the depositary designated in the Offer (the “Depositary”) all documents and instruments required to be irrevocably deposited with delivered pursuant to the depositary under the Offer in acceptance terms of the Offer all Offer, including a joint letter of transmittal, and/or (ii) instructing the Deposited Holders’ broker or such other Person that is the holder of record of any Subject Shares beneficially owned by the Holders to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. (b) The Holders agree that once the applicable Subject Shares are tendered pursuant to the terms hereof, and thereafter the Shareholder Holders shall not withdraw or take any action tender of such Subject Shares, unless and until this Agreement shall have been terminated in accordance with Section 6.1 hereof; provided that notwithstanding the foregoing the Holders may, during the 24-hour period immediately preceding the Expiration Date, validly withdraw in the aggregate up to withdraw any that number of the Deposited Subject Shares deposited under previously tendered in the Offer that are (i) in excess of the number of Shares necessary, based upon the most recent number of Shares tendered in the Offer by all other holders (including pursuant to notices of guaranteed delivery) as disclosed by the Company to the Holders in writing at such time, to result in the purchase of an aggregate of 27,892,919 Subject Shares by the Company from the Holders pursuant to the Offer and (ii) to the extent not withdrawn pursuant to clause (i), any additional Shares tendered in the Offer by PHUK II that would, if tendered, result in either (A) a “Change in Control” as defined in the Playtika Holding Corp. 2021-2024 Retention Plan, as amended, or (B) the Holders beneficially owning less than 51.7% of the Fully-Diluted Outstanding Shares immediately following the consummation of the Offer (notwithstanding any statutory rightsprovided that the “Pre-Closing” as defined in the Joffre SPA (as defined below) has not occurred), rights under in each case, provided further that such withdrawal is completed in accordance with the terms of the Offer and the requirements of the Depositary. (c) If the Offer is terminated or rights which withdrawn by the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of OptionsCompany, the Shareholder shallCompany shall promptly return, and shall cause the Depositary to return, all tendered Subject Shares to the registered holders of the Subject Shares (and in connection with the foregoing, the Company will direct the Depositary to so return such tendered Subject Shares within 14 three (3) business days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"termination or withdrawal), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and Each Stockholder agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) (other than Permitted Encumbrances (as defined below)). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the Offer commencement of the Offer, each Stockholder shall (notwithstanding any statutory rights, rights under i) deliver pursuant to the terms of the Offer (A) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a Certificate representing such Subject Shares or rights which an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise havePayment Agent may reasonably request) except upon in the termination case of a book-entry share of any uncertificated Subject Shares, and (C) all other documents or instruments required to be delivered by the Company Stockholders pursuant to the terms of the Offer, or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until the earliest of (i) the Offer shall have expired or been terminated in accordance with the terms of the Merger Agreement, (ii) this Agreement shall have been terminated in accordance with its terms. Subject , or (iii) such date and time as any amendment or change to this Section 4.1, the Offer or Merger Agreement is effected without such Stockholder’s consent that (A) decreases the consideration payable for greater certainty, in respect each share of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of Common Stock tendered in the Offer, (B) materially and adversely affects such Company Shares are to be deposited to Stockholder or (C) violates Section 2.1(b) of the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Merger Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Each Stockholder shall duly tender (or cause to be irrevocably deposited tendered), in the Offer, all of such Stockholder’s Subject Shares pursuant to and in accordance with the depositary under the Offer in acceptance terms of the Offer free and clear of all Liens. Promptly, but in any event no later than ten (10) Business Days after the commencement of the Deposited Offer (the “Tender Date”), each Stockholder shall (a) deliver (or cause to be delivered) to the depositary designated in the Offer (the “Depositary”) (i) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) a certificate or certificates representing such Subject Shares (or an affidavit of lost certificate with respect thereto that is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) or, in the case of a book-entry transfer of any uncertificated Subject Shares, an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (b) instruct such Stockholder’s broker or such other Person that is the holder of record of Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. If a Stockholder acquires Subject Shares after the Tender Date, and thereafter such Stockholder shall tender (or cause to be tendered) such Subject Shares into the Shareholder shall Offer on or before the fifth (5th) Business Day prior to the expiration of the Offer or, if later, on or before the second (2nd) Business Day after such acquisition but in any event prior to the expiration of the Offer. Each Stockholder agrees that once such Stockholder’s Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw (or take cause to be withdrawn) any action to withdraw any tender of the Deposited Shares deposited under such Subject Shares, unless and until (A) the Offer (notwithstanding any statutory rightsshall have been terminated or shall have expired, rights under in each case, in accordance with the terms of the Offer Merger Agreement, or rights which the Shareholder might otherwise have(B) except upon the termination of this Agreement shall have been terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement4.04. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shallunless and until this Agreement shall have been validly terminated in accordance with Section 5.2, within 14 days of the mailing of the Offer Circular, each Stockholder agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than (x) Company Options that are not exercised during the Deposited Shares term of this Agreement and (y) Company RSUs that do not vest or pursuant to which the underlying shares otherwise are not issued to the Stockholder during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable, but in no event later than five (5) business days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer (notwithstanding any statutory rightsall of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, rights under including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or rights other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer (it being understood that this sentence shall not apply to (x) Company Options that are not exercised during the term of this Agreement and (y) Company RSUs that do not vest or pursuant to which the Shareholder might underlying shares otherwise have) except upon are not issued to the Stockholder during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. In the event this Agreement has been validly terminated in accordance with Section 5.2, Purchaser shall, and Parent shall cause Purchaser to, promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue each Stockholder shall not tender any of such Company Stockholder’s Subject Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares into any tender or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares exchange offer commenced by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction Person other than the Offer (such as a plan Parent, Purchaser or any other Subsidiary of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionParent.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes terms of the Offer in compliance with Article 2 and the Acquisition this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Stockholder agrees to tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Stockholder’s Subject Shares that are shares of Company Common Stock, free and clear of all Encumbrances except for Permitted Encumbrances (as defined below), as promptly as practicable after, but in accordance no event later than ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (and in respect of any Subject Shares that are shares of Company Common Stock acquired on or following the commencement of the Offer, the earlier of (a) two (2) Business Days following such acquisition and (b) the Expiration Time), and the Stockholder shall deliver or cause to be delivered (i) in the case of Subject Shares represented by a certificate, a letter of transmittal with respect to such Subject Shares of the Stockholder complying with the terms of the Offer, together with the certificate(s) representing all such Subject Shares, (ii) in the case of a Book Entry Share, written instructions to the Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and thereafter requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder shall not withdraw Paying Agent may reasonably request) with respect to such Subject Shares, and (iii) all other documents or take any action instruments, to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rightsextent applicable, rights under required to be delivered pursuant to the terms of the Offer or rights which in order to effect the Shareholder might otherwise have) except upon valid tender of the termination Subject Shares that are shares of Company Common Stock. The Stockholder agrees that, once any of the Stockholder’s Subject Shares are tendered, the Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with its termsSection 5.2. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of OptionsFor clarity, the Shareholder shall, within 14 days of Stockholder shall not be required to exercise any unexercised Company Option or Company Warrant or settle any Company RSU or Company PSU held by the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are Stockholder in order to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance comply with this Agreement. 4.2 For greater certainty, for the purposes any provision of this Agreement, but any shares of Company Common Stock of which ownership of record or the power to vote is acquired by the Stockholder from the exercise of any Company Option or Company Warrant or the settlement of any Company RSU or Company PSU during the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary shall immediately, upon such exercise or desirable settlement, become subject to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionAgreement.

Agreement to Tender. 4.1 The Shareholder Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, each Stockholder hereby covenants and agrees that if the Offeror makes to accept the Offer in compliance with Article 2 respect to all the Subject Shares of such Stockholder and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Share Encumbrances except for Permitted Share Encumbrances (each as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsAfter-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth business day, rights under or in each case if such Stockholder has not received the Offer Documents by such time, no later than two business days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or rights which instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the Shareholder might otherwise haveterms of the Offer and (b) except upon a certificate or certificates representing all such Subject Shares that are certificated or, in the termination case of Subject Shares that are Uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the Payment Agent may request to effect or evidence the transfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until (i) the Merger Agreement shall have been validly terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve Offer shall have been terminated, withdrawn or support shall have expired, or (iii) this Agreement shall have been terminated in accordance with Section 5.2 hereof. Upon the Alternative Transactionoccurrence of (i), then the Shareholder agrees to support the completion of the Alternative Transaction (ii) or (iii) in the same manner as preceding sentence, Parent and Acquisition Sub shall promptly return, and shall cause the OfferPayment Agent to promptly return, including, if necessary, all Subject Shares tendered by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionStockholder.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shallStockholder hereby agrees to validly and irrevocably, within 14 days subject to termination of the mailing of the Offer Circularthis Agreement, irrevocably deposit tender or cause to be irrevocably deposited with the depositary under the Offer in acceptance validly and irrevocably, subject to termination of this Agreement, tendered into the Offer all of the Deposited Subject Shares (other than Company Stock Options that are not exercised prior to the Acceptance Time) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens except for Permitted Stockholder Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or, in the case of any statutory rightsShares acquired by the Stockholder subsequent to such date, rights under within two (2) Business Days after the acquisition of such Shares and in any event prior to the Outside Date), or, if later, two (2) Business Days after receipt of the Offer Documents (or, in the case of any Shares acquired by the Stockholder subsequent to such date, within two (2) Business Days after the acquisition of such Shares and in any event prior to the Outside Date), the Stockholder shall (a) deliver or cause to be delivered, pursuant to the terms of the Offer or rights which the Shareholder might otherwise haveOffer, (i) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days all of the mailing of Subject Shares complying with the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) any Certificate or agent’s message (or such other evidence, if any, of transfer as the Board recommends that Shareholders approve Paying Agent may reasonably request) in the case of any Book-Entry Share representing the Subject Shares, and (b) take all other action required to validly tender or support cause to be validly tendered into the Alternative Transaction, then the Shareholder agrees to support the completion Offer all of the Alternative Transaction Subject Shares. The Stockholder shall not withdraw and shall cause not be withdrawn such Subject Shares from the Offer at any time, unless and until this Agreement has been validly terminated in the same manner as accordance with Section 5.1. The Stockholder acknowledges and agrees that Purchaser’s obligation to accept for payment Shares tendered into the Offer, includingincluding any Subject Shares tendered by Stockholder, if necessary, by voting is subject to the Deposited Shares in favour terms and conditions of a special resolution approving the Alternative TransactionMerger Agreement.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit each Stockholder agrees to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (for clarity, other than Company Stock Options and Company RSU Awards, in each case, that are outstanding and unexercised or unsettled (as applicable) immediately prior to the Deposited Shares Expiration Date) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens except for Permitted Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than (1) the later of fifteen (15) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer or the date of delivery of the letter of transmittal with respect to the Offer or, with respect to shares held in “street name”, the date of delivery of materials from the applicable nominee or broker providing executable instructions regarding tendering into the Offer (notwithstanding but in any statutory rightsevent prior to the Expiration Date) or (2) in respect of New Shares, rights under no later than the earlier of (i) five (5) Business Days of the Stockholder acquiring such New Shares and (ii) the Expiration Date, each Stockholder shall deliver or cause to be delivered (whether by providing instruction to such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder, or otherwise) pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) an “agent’s message” (or rights which such other evidence, if any, of transfer as the Shareholder might otherwise havePaying Agent may reasonably request) except upon in the termination case of Subject Shares that are represented by book-entry, and (c) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders of the Company pursuant to the terms of the Offer in order to effect the valid tender of the Subject Shares (it being understood that this sentence shall not apply to Company Stock Options or Company RSU Awards, in each case, that are outstanding and unexercised or unsettled (as applicable) immediately prior to the Expiration Date). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn any such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. For clarity, no Stockholder shall be required to exercise (or be prohibited from exercising) any unexercised Company Stock Options held by such Stockholder in order to comply with any provision of this Agreement, but any New Shares that are issued during the term of this Agreement in accordance connection with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days any Company Stock Option or settlement of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such any Company Shares RSU Award shall immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant issuance become subject to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date those provisions of this Agreement that it is necessary are not otherwise applicable to unexercised Company Stock Options or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the unsettled Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionRSU Awards.

Agreement to Tender. 4.1 The Shareholder (a) Each of the Shareholders hereby covenants agrees to validly tender (or cause the record owner of such shares to validly tender) such Shareholder's Shares pursuant to and agrees that if the Offeror makes in accordance with the Offer (as defined in compliance with Article 2 and the Acquisition Merger Agreement, the Shareholder shall, ) within 14 two days of the mailing receipt of Buyer's offer to purchase relating to the Offer. Upon receipt of written instructions from the Buyer, each Shareholder shall promptly deliver to the depositary (the "Depositary") designated in the Offer Circular, irrevocably deposit or cause (i) a letter of transmittal with respect to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited such Shareholder's Shares in accordance complying with the terms of the Offer together with instructions directing the Depositary to make payment for such Shares directly to the Shareholder (but if such Shares are not accepted for payment or are withdrawn and are to be returned pursuant to the Offer, to return such Shares to such Shareholder whereupon they shall continue to be held by such Shareholder subject to the terms and thereafter conditions of this Agreement), (ii) the Shareholder shall not withdraw Certificates representing such Shareholder's Shares and (iii) all other documents or take any action instruments required to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under be delivered pursuant to the terms of the Offer or rights which (such documents in clauses (i) through (iii) collectively being hereinafter referred to as the "Tender Documents"). Tender by a Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject pursuant to this Section 4.1, 1.4(a) shall suspend such Shareholder's further obligations under this Agreement unless and until such tendered Shareholder's Shares are not accepted for greater certainty, in respect of Company Shares that payment or are withdrawn and are to be issued upon the exercise of Options, the returned to such Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of pursuant to the Offer, such Company in which event, the Shareholder's further obligations under this Agreement shall be reinstated in full force and effect. For all its Shares are to be deposited to validly tendered in the Offer and it is understood and agreed thatnot withdrawn, upon such direction, such Company Shares each Shareholder will be treated entitled to receive the highest price paid by Buyer pursuant to the Offer, as having been deposited in accordance such Offer may be amended from time to time. Notwithstanding the foregoing, tender of any Shares subject to pledge shall be subject to Buyer's agreement to enter into an escrow or other arrangement satisfactory to the pledgee-lender to facilitate the satisfaction of debt obligations with this Agreementrespect to any such pledged Shares. Each Shareholder agrees to execute any documentation to effectuate such escrow or other arrangement provided that such documentation preserves the rights of such tendering Shareholder hereunder. 4.2 For greater certainty, (b) Buyer agrees that if an Acquisition Proposal or a Superior Acquisition Proposal is made for the purposes Shares, Buyer shall give each Shareholder written notice at least two Business Days prior to the tender of this Agreementany Shares beneficially owned by Buyer or its affiliates in such Acquisition Proposal or Superior Acquisition Proposal. Notwithstanding anything to the contrary herein, if Buyer or any of its affiliates tender (or retender, if previously withdrawn) Shares in such Acquisition Proposal or Superior Acquisition Proposal, Buyer shall consent to the term "Company Shares" shall include all the common sharesShareholders tendering (or retendering, including all the common shares issued under outstanding Options, of the Company if previously withdrawn) their Shares pursuant to such Acquisition Proposal or Superior Acquisition Proposal and shall include all shares or other securities into or for which the Company such Shares may be converted, exchanged released from the terms of this Option and sold in such Acquisition Proposal or otherwise changed Superior Acquisition Proposal. If Buyer or its affiliates subsequently withdraw all Shares tendered pursuant to any reorganizationsuch Acquisition Proposal or Superior Acquisition Proposal and gives Shareholders sufficient notice to take 3 4 action, mergerShareholders shall withdraw their tender of shares to such Acquisition Proposal or Superior Acquisition Proposal. No tender, amalgamation withdrawal or other transaction involving retender by Buyer or Shareholder to an Acquisition Proposal permitted pursuant to this Section 1.4(b) shall extend the Company prior to the acquisition period for exercise of the Deposited Shares by the Offeror under the OfferOption pursuant to Section 1.2(a). 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Stockholder agrees to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Stockholder’s Shares pursuant to and in accordance with the terms of the Offer, free and thereafter the Shareholder shall not withdraw clear of any liens, claims, proxies, voting trusts or take agreements, options, rights, understandings or arrangements or any action to withdraw other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of the Deposited Shares deposited Stockholder in respect of such Shares, except as provided hereunder or pursuant to any applicable restrictions on transfer under applicable securities laws. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 8 business days after, the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (notwithstanding any statutory rightsor, rights under if later, the date of delivery of the letter of transmittal with respect to the Offer or with respect to shares held in “street name” delivery of materials from the applicable nominee or broker providing executable instructions regarding tendering into the Offer), the Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to the Stockholder’s Shares complying with the terms of the Offer, (ii) a Certificate (or effective affidavits of loss in lieu thereof) representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a Book-Entry Share, and/or (iii) all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer or rights which (b) instruct the Shareholder might otherwise have) except upon Stockholder’s broker or such other Person that is the termination holder of this Agreement record of any Shares beneficially owned by the Stockholder to tender such Shares pursuant to and in accordance with its terms. Subject to clause (a) of this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon 3 and the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer. The Stockholder agrees that, such Company once any of the Stockholder’s Shares are to be deposited to tendered, the Offer Stockholder will not withdraw any of such Shares from the Offer, unless and it is understood and agreed that, upon such direction, such Company Shares will be treated as having until this Agreement shall have been deposited validly terminated in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" Section 11. The Stockholder shall include all the common shares, including all the common shares issued under outstanding Options, notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Company and shall include all shares Common Stock of which such Stockholder acquires beneficial or other securities into record ownership on or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionhereof.

Agreement to Tender. 4.1 The Shareholder hereby covenants Immediately prior to the expiration of the Offer, and agrees subject to receipt by Stockholder from Guarantor, Parent and Acquisition Sub of irrevocable confirmation in writing that (i) each provider of Available Financing has irrevocably confirmed to Acquisition Sub in writing that (assuming concurrent funding from each other provider of Available Financing) it is prepared to fund the Available Financing, subject to and substantially concurrently with the last to occur of the following steps, which shall occur substantially concurrently: the acceptance for payment of all shares of Common Stock tendered in the Offer, the issuance of shares of Common Stock upon the exercise of the Top-Up Option (if the Offeror makes the Offer in compliance with Article 2 applicable) and the Acquisition Agreement, the Shareholder shall, within 14 days filing of the mailing Certificate of Merger with the Delaware Secretary of State and satisfactory evidence of acceptance thereof; and (ii) Guarantor, Parent and Acquisition Sub will immediately take all actions necessary to satisfy such conditions to funding the Available Financing and will (assuming the issuance of shares of Common Stock upon the exercise of the Offer CircularTop-Up Option (if applicable)) immediately thereafter make payment in full for all Shares accepted for payment in the Offer, irrevocably deposit or cause Stockholder shall validly immediately tender (and shall not withdraw), pursuant to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares and in accordance with the terms of the Offer and the Offer Documents, Stockholder’s Covered Shares into the Offer. In furtherance of the foregoing, Stockholder shall (i) deliver or cause to be delivered to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to such Covered Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (B) certificates representing such Covered Shares and thereafter the Shareholder shall not withdraw (C) any and all other documents or take any action instruments required to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise haveOffer Documents, (ii) except upon instruct and cause any other Person who is the termination record holder of this Agreement any such Covered Shares (including Stockholder’s broker) to validly tender (and not withdraw) such Covered Shares pursuant to and in accordance with its terms. Subject the terms and conditions of the Offer and the Offer Documents, (iii) use reasonable best efforts to this Section 4.1, for greater certainty, in respect of Company cause any such Covered Shares that are held in “street name” or book-entry form to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, certificated for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company tendering such Covered Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction")hereunder, and (iiiv) take any and all other actions reasonably necessary to accomplish the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionforegoing.

Agreement to Tender. 4.1 The Shareholder (a) Each Stockholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited tendered in the Offer any and all shares of Company Common Stock currently beneficially owned by such Stockholder (excluding for purposes of this Section 1 any shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs) and any additional shares of Company Common Stock with respect to which such Stockholder becomes the beneficial owner (including, without limitation, whether by purchase, by the exercise of Company Stock Options or otherwise) after the date of this Agreement (collectively, but excluding any shares that are disposed of in compliance with Section 7(b), the “Subject Shares”) pursuant to and in accordance with the depositary under the Offer in acceptance terms of the Offer no later than five (5) Business Days after the receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Deposited Offer, including but not limited to the letter of transmittal in the case of certificated Subject Shares. In furtherance of the foregoing, at the time of such tender, each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Subject Shares and (C) all other documents or instruments, to the extent applicable, in the form required to be delivered by the other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Stockholder agrees that once its Subject Shares are tendered, and thereafter the Shareholder shall such Stockholder will not withdraw or take any action cause to withdraw be withdrawn any of such Subject Shares from the Deposited Offer, unless and until this Agreement shall have been terminated in accordance with Section 12(d). (b) If the Offer is terminated or withdrawn by Merger Sub, or the Merger Agreement is terminated prior to the Acceptance Time, Parent and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Parent and Merger Sub to return, all tendered Shares deposited under to the registered holders of the Shares tendered in the Offer (notwithstanding any statutory rightsand in connection with the foregoing, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably Merger Sub shall direct the depositary under the Offer that, upon the issue depository to so return such tendered Shares within three Business Days of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"termination or withdrawal), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Stockholder agrees to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Shares pursuant to and in accordance with the terms of the Offer, free and thereafter the Shareholder shall not withdraw clear of any Liens, claims, proxies, voting trusts or take agreements, options, rights, understandings or arrangements or any action to withdraw other encumbrances or restrictions whatsoever (including on title, transfer or exercise of any rights of the Deposited Shares deposited Stockholder) in respect of such Shares, except for Permitted Encumbrances as provided hereunder. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 10 Business Days after the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (notwithstanding or, in the case of any statutory rightsShares acquired after such time, rights under as promptly as practicable after the acquisition of such Shares (but in no event later than the then-scheduled expiration of the Offer)), the Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) a Certificate (or effective affidavits of loss in lieu thereof) representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of an Uncertificated Share, and/or (iii) all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer or rights which (b) instruct the Shareholder might otherwise have) except upon Stockholder’s broker or such other Person that is the termination holder of this Agreement record of any Shares beneficially owned by the Stockholder to tender such Shares pursuant to and in accordance with its terms. Subject to clause (a) of this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon 3 and the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer. The Stockholder agrees that, such Company once any of the Shares are to be deposited to tendered, the Offer Stockholder will not withdraw any of such Shares from the Offer, unless and it is understood and agreed that, upon such direction, such Company Shares will be treated as having until this Agreement shall have been deposited validly terminated in accordance with this Agreement. 4.2 For greater certainty, for Section 13. Prior to the purposes of this AgreementExpiration Date, the term "Company Shares" Stockholder shall include all not tender (or permit the common shares, including all tender of) the common shares issued under outstanding Options, Shares into any exchange or tender offer commenced by a third party other than Parent or Merger Sub. The Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Company and shall include all shares or other securities into or for Common Stock of which the Company Shares may be converted, exchanged Stockholder acquires beneficial or otherwise changed pursuant to any reorganization, merger, amalgamation record ownership on or other transaction involving after the Company date hereof. If the Offer is terminated or withdrawn by Merger Sub or the Merger Agreement is terminated prior to the acquisition purchase of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, includingParent and Merger Sub shall promptly return, if necessaryand shall instruct any depository or paying agent, by voting acting on behalf of Parent and Merger Sub, to promptly return all tendered Shares to the Deposited Shares in favour of a special resolution approving the Alternative TransactionStockholder.

Agreement to Tender. 4.1 The Shareholder Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, each Stockholder hereby covenants and agrees that if the Offeror makes to accept the Offer in compliance with Article 2 respect to all the Subject Shares of such Stockholder and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsAfter-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth (10th) Business Day, rights under or in each case if such Stockholder has not received the Offer Documents by such time, no later than two (2) Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or rights which instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the Shareholder might otherwise haveterms of the Offer and (b) except upon a certificate or certificates representing all such Subject Shares that are certificated or, in the termination case of Subject Shares that are Book-Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the Paying Agent may request to effect or evidence the transfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until (i) the Merger Agreement shall have been validly terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve Offer shall have been terminated, withdrawn or support shall have expired, or (iii) this Agreement shall have been terminated in accordance with Section 5.2 hereof. Upon the Alternative Transactionoccurrence of (i), then the Shareholder agrees to support the completion of the Alternative Transaction (ii) or (iii) in the same manner as preceding sentence, Parent and Merger Sub shall promptly return, and shall cause the OfferPaying Agent to promptly return, including, if necessary, all Subject Shares tendered by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionStockholder.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the Deposited terms of the Offer, free and clear of all Liens except for Permitted Liens (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (a) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, together with the Certificate(s) representing all such Subject Shares that are certificated, (b) in the case of a Book-Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments required by the terms of the Offer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer. Each Stockholder agrees that, and thereafter the Shareholder shall once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or take any action and will cause not to withdraw any of the Deposited be withdrawn such Subject Shares deposited under from the Offer (notwithstanding at any statutory rightstime, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of unless and until this Agreement shall have been validly terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement5.2. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the Deposited terms of the Offer, free and clear of all Encumbrances except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall (a) deliver or cause to be delivered pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) a certificate representing all such Subject Shares that are certificated or, in the case of a Book Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) with respect to such Subject Shares, and (iii) all other documents or instruments that Parent or Purchaser may reasonably require or request in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer, and thereafter (b) instruct such Stockholder’s broker or such other Person that is the Shareholder shall not withdraw or take holder of record of any action Shares beneficially owned by the Stockholder to withdraw any tender such Shares free and clear of the Deposited Shares deposited under the Offer all Encumbrances (notwithstanding any statutory rights, rights under other than Permitted Encumbrances) in accordance with this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer or rights which the Shareholder might otherwise have) except upon the termination of at any time, unless and until this Agreement shall have been validly terminated in accordance with its termsSection 6.2. Subject Each Stockholder acknowledges and agrees that Purchaser’s obligation to this Section 4.1, accept for greater certainty, in respect of Company payment Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of tendered into the Offer, such Company including any Subject Shares are to be deposited tendered by the Stockholder, is subject to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionMerger Agreement.

Agreement to Tender. 4.1 The Shareholder (a) Each Stockholder hereby covenants agrees severally (and agrees that if not jointly) to accept the Offeror makes Offer with respect to all of the Subject Shares of the Stockholder and to tender (or cause the record owner of such Shares to tender) all of his, her or its Subject Shares into the Offer. Such tender shall be made within 10 business days following the date of commencement of the Offer and shall not be withdrawn for so long as this Agreement remains in effect. Subject to Section 10 below, the obligation of any Stockholder to tender and not withdraw his, her or its Subject Shares is conditioned only upon lawful commencement of the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited accordance with the depositary under Merger Agreement and otherwise is unconditional. (b) Notwithstanding the Offer in acceptance of the Offer all of the Deposited foregoing, no Stockholder shall be required to tender his, her or its Subject Shares, to not withdraw his, her or its Subject Shares or otherwise to sell his, her or its Subject Shares in accordance with the terms of this Agreement in the event that, without the prior written consent of such Stockholder, any of the following has occurred: (i) a decrease in the Offer Price or change in the form of consideration payable in the Offer, and thereafter (ii) a decrease in the Shareholder shall not withdraw number of Shares sought in the Offer, (iii) an amendment or take any action to withdraw any waiver of the Deposited Minimum Condition that reduces the Minimum Condition to below a majority of the Shares deposited under on a fully diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights and securities exercisable or convertible into Shares, whether or not exercised or converted at the time of determination), (iv) the imposition of additional conditions to the Offer or amendment to any condition to the Offer that is adverse in any material respect to the holders of the Shares, (notwithstanding v) an amendment of any statutory rights, rights under the terms other term of the Offer in any manner adverse in any material respect to the holders of Shares or rights which the Shareholder might otherwise have(vi) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days an extension of the mailing expiration date of the Offer Circular, irrevocably direct which requires the depositary consent of the Company under the Offer that, upon Merger Agreement. (c) Purchaser shall be entitled to deduct and withhold from the issue consideration otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such Company Shares immediately before payment under the Expiry Time Internal Revenue Code of 1986, as amended, or under any provision of state, local or foreign tax law. (d) Each of the Offer, such Company Shares are Stockholders hereby permits Parent and Purchaser to be deposited to publish and disclose in the Offer Documents his, her or its identity and it is understood ownership of Subject Shares and agreed thatthe nature of his, upon such directionher or its commitments, such Company Shares will be treated as having been deposited in accordance with arrangements and understandings under this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shallunless and until this Agreement shall have been validly terminated in accordance with Section 5.2, within 14 days each Stockholder agrees (i) to promptly (and, in any event, not later than ten (10) Business Days after commencement of the mailing of the Offer Circular, irrevocably deposit Offer) validly tender or cause to be irrevocably deposited with the depositary under the Offer validly tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than a number of such Stockholder’s Subject Shares which does not exceed the Deposited maximum number of Subject Shares permitted to be Transferred pursuant to Section 4.1(b) hereof, provided that any such Subject Shares shall be tendered into the Offer by the transferee thereof as provided therein or, in the event the Stockholder determines not to Transfer any or all Subject Shares pursuant to Section 4.1(b), such Stockholder shall promptly (and in any event within two (2) Business Days following such determination), tender such Subject Shares into the Offer as provided herein) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). and (ii) if such Stockholder acquires any additional Subject Shares after the Shareholder shall not withdraw or take any action to withdraw any tenth Business Day following commencement of the Deposited Shares deposited under Offer, to promptly (and, in any event, not later than two (2) Business Days after Stockholder acquires beneficial ownership of such additional Subject Shares, but in no event later than the last time at which the depositary can accept tendered shares of Common Stock prior to the expiration of the Offer) validly tender or cause to be validly tendered into the Offer (notwithstanding any statutory rights, rights under all of such Stockholders’ additional Subject Shares pursuant to and in accordance with the terms of the Offer or rights which the Shareholder might otherwise haveOffer, free and clear of all Encumbrances (as defined below) except upon for Permitted Encumbrances (as defined below) (in the case of (i) or (ii), other than such Stockholder’s (x) Company Options that are not exercised prior to the date on which such Stockholder tenders such Subject Shares, (y) Company RSUs, and (z) prior to the exercise of such Company Options or the issuance of shares of Common Stock in connection with the vesting of Company RSUs, the shares of Common Stock subject to such Company Options and Company RSUs (the securities referenced in clauses (x), (y) and (z), such Stockholder’s “Excluded Securities”)). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw, and not cause to be withdrawn, such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. In the event this Agreement has been validly terminated in accordance with Section 5.2, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue each Stockholder shall not tender any of such Company Stockholder’s Subject Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares into any tender or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares exchange offer commenced by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction Person other than the Offer (such as a plan Parent, Merger Sub or any other Subsidiary of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionParent.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 10 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights or other rights under the terms of the Offer or rights otherwise which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certaintyIt is understood and agreed that, in respect of Company Shares that are to be conditionally issued upon the exercise of Options, such Shares will be treated as having been deposited in accordance with this Agreement if the Shareholder shall, within 14 days of the mailing of the Offer Circular, has irrevocably direct directed the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this AgreementOffer. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued issuable under outstanding Options, of the Company which the Shareholder is required to tender under the Offer and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Shares of the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are are, in the Company's reasonable objective opinion, equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), ) and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants (a) Each Stockholder, severally and not jointly, agrees that if the Offeror makes to accept the Offer in compliance with Article 2 respect to all the Shares beneficially owned by such Stockholder and the Acquisition Agreementto tender, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with tendered, all such Shares pursuant to the depositary under Offer. Such tender shall be made no later than the Offer in acceptance 10th business day after commencement of the Offer all or, with respect to any Additional Shares acquired later than such time, prior to the expiration of the Deposited Offer. Without limiting the generality of the foregoing, each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Shares in accordance complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and thereafter the Shareholder shall not withdraw (C) all other documents or take any action instruments required to withdraw any be delivered by other holders of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under Company Common Stock pursuant to the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Company Shares are to be deposited to the Offer and it is understood and agreed thatStockholder’s broker and, upon such directionif applicable, such Company other person that is the holder of record of any Shares will be treated as having been deposited beneficially owned by such Stockholder to tender such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Stockholder shall not withdraw, or cause to be withdrawn, any Shares tendered pursuant to the Offer unless this Agreement is terminated pursuant to Section 4.01. Merger Sub shall pay the Stockholders for any Shares tendered (and not withdrawn) on the date of acceptance of shares for payment pursuant to the Offer in accordance with the provisions of Article I of the Merger Agreement. Each Stockholder, severally and not jointly, agrees to (x) permit Parent, U.S. Parent and Merger Sub to publish and disclose in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with the SEC) and the initial press release to be issued in accordance with and as contemplated by Section 6.08 of the Merger Agreement, his identity and ownership of Shares, the nature of his commitments under this Agreement and any other information required by applicable Law, in each case subject to such Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent, U.S. Parent, Merger Sub or the Company, as applicable, any such information. 4.2 For greater certainty(b) Notwithstanding anything in this Agreement to the contrary, for nothing herein shall require any Stockholder to exercise any option to purchase shares of Company Common Stock or to tender any securities not outstanding at the purposes of this Agreementrelevant time. (c) Each Stockholder, severally and not jointly, acknowledges that the obligations to tender, or cause to be tendered, and not to withdraw, or cause to be withdrawn, the term "Company Shares" shall include all Shares as provided herein require each Stockholder to tender, or cause to be tendered, the common shares, including all Shares to Merger Sub in the common shares issued under outstanding Options, event that the parties to the Merger Agreement adjust the terms and conditions of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to Offer; provided that following any reorganization, merger, amalgamation or other transaction involving the Company prior such adjustment to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If , (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences of the Offer shall be no less favorable to the Shareholder that are equivalent to or better Stockholders than those contemplated by this set forth in the Merger Agreement and on the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), date hereof and (ii) the Board recommends that Shareholders approve or support consideration paid to the Alternative Transaction, then Stockholders for Shares tendered in the Shareholder agrees Offer is equal to support the completion highest consideration paid to any other holder of Company Common Stock for shares of Company Common Stock tendered in the Offer (any adjustment to the terms and conditions of the Alternative Transaction in Offer by Parent, U.S. Parent or Merger Sub that is inconsistent with clause (i) or (ii) of the same manner as the Offerforegoing proviso, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionan “Adverse Amendment”).

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to irrevocably deposit tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the Deposited terms of the Offer, free and clear of all Liens except for Permitted Liens (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall: (a) deliver or cause to be delivered pursuant to the terms of the Offer (i) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, together with the Certificate(s) representing all such Subject Shares that are certificated, (ii) in the case of a Book-Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to such Subject Shares, and (iii) all other documents or instruments required by the terms of the Offer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer; and (b) use its reasonable best efforts to cause such Stockholder’s broker, dealer or other nominee to promptly validly and thereafter irrevocably tender all of such Stockholder’s Subject Shares in the Shareholder shall not withdraw or take any action Offer, pursuant to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under and in accordance with the terms of clause (a) of this sentence. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer or rights which the Shareholder might otherwise have) except upon the termination of at any time, unless and until this Agreement shall have been terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement5.2. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 (a) The Shareholder hereby covenants and Stockholder agrees that if the Offeror makes to accept the Offer in compliance with Article 2 respect to all the Shares beneficially owned by the Stockholder and the Acquisition Agreementto tender, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited tendered, all such Shares, free and clear of any Liens, pursuant to the Offer. Such tender shall be made no later than the 5th business day after commencement of the Offer. Without limiting the generality of the foregoing, the Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to the Stockholder’s Shares complying with the depositary under terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause the Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by the Stockholder, to tender such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Stockholder shall not withdraw, or cause to be withdrawn, any Shares tendered pursuant to the Offer in acceptance of unless this Agreement is terminated pursuant to Section 4.01 or the Offer all of the Deposited Shares is terminated in accordance with the terms of the Offer, Merger Agreement. Merger Sub shall pay the Stockholder for any Shares tendered (and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise havewithdrawn) except upon the termination of this Agreement in accordance with the provisions of the Merger Agreement. The Stockholder agrees to (x) permit Parent and Merger Sub to publish and disclose in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with the SEC), its terms. Subject to identity and ownership of shares of Common Stock of the Company, the nature of its commitments under this Section 4.1, for greater certaintyAgreement and any other information required by applicable Law or that Parent may reasonably request, in respect of Company Shares that are each case subject to the Stockholder’s prior approval (not to be issued upon unreasonably withheld) and (y) promptly provide to Parent or Merger Sub, as applicable, any such information. The Stockholder shall promptly notify Parent of any required corrections of which the exercise of OptionsStockholder becomes aware with respect to any written information supplied by it specifically for use in any such disclosure document, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited if and to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited extent that any shall have become false or misleading in accordance any material respect. The Stockholder shall not issue any press release or make any other public statement with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior respect to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those transactions contemplated by this Agreement and the Acquisition Merger Agreement without the prior written consent of Parent, except as such release or statement may be required by applicable Law or the rules and regulations of any applicable United States securities exchange or regulatory or Governmental Entity to which Stockholder is subject or submits. (b) Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder to exercise any option to purchase shares of Company Common Stock or to tender any securities not outstanding at the relevant time. (c) The Stockholder acknowledges that the obligations to tender, or cause to be tendered, and not to withdraw, or cause to be withdrawn, the Shares as provided herein require the Stockholder to tender, or cause to be tendered, the Shares to Merger Sub in the event that the parties to the Merger Agreement adjust the terms and conditions of the Offer; provided that, following any such transaction is referred adjustment to the Offer, (i) the Offer Price shall be no less than as an "Alternative Transaction"), set forth in the Merger Agreement on the date hereof and (ii) the Board recommends that Shareholders approve or support consideration paid to the Alternative Transaction, then Stockholder for Shares tendered in the Shareholder agrees Offer is equal to support the completion highest consideration paid to any other holder of Company Common Stock for shares of Company Common Stock tendered in the Offer (any adjustment to the terms and conditions of the Alternative Transaction in Offer by Parent or Merger Sub that is inconsistent with clause (i) or (ii) of the same manner as the Offerforegoing proviso, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionan “Adverse Amendment”).

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shallunless and until this Agreement shall have been validly terminated in accordance with Section 4.2, within 14 days of the mailing of the Offer Circular, each Stockholder agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder's Subject Shares (other than (x) Company Options that are not exercised during the Deposited Shares term of this Agreement and (y) Company Restricted Awards that do not vest during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the Exchange Agent can accept tenders prior to the Initial Expiration Date, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer (notwithstanding any statutory rightsall of such Stockholder's Subject Shares, rights under free and clear of all Encumbrances, except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder's Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder's broker, dealer or rights which other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an "agent's message" (or such other evidence, if any, of transfer as the Shareholder might otherwise haveExchange Agent may reasonably request) except upon and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder's Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 4.2. In the event this Agreement has been validly terminated in accordance with Section 4.2, Purchaser shall, and Parent shall cause Purchaser to, promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times, commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder's Subject Shares into any tender or exchange offer commenced by a Person other than Parent, Purchaser or any other subsidiary of Parent. Subject For purposes hereof, a "Tender Notice" means a written notice, delivered by Parent or Purchaser to this Section 4.1each Stockholder on the Initial Expiration Date (as soon as practicable following 1:00 p.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the Exchange Agent can accept tenders prior to the Expiration Date), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Purchaser (to the extent permitted by the Merger Agreement) (it being understood that such written notice can only be validly delivered by Parent or Purchaser to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Purchaser (to the extent permitted by the Merger Agreement)); provided that, for greater certaintypurposes of the Tender Notice only, in respect the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Shares that are Common Stock to be issued upon tendered pursuant to Section 1.1 of this Agreement are tendered prior to the exercise of Options, the Shareholder shall, within 14 days of the mailing expiration of the Offer Circular, irrevocably direct and that the depositary under consummation of the Offer that, upon occurs contemporaneously with the issue of such Company Shares immediately before the Expiry Time delivery of the OfferTender Notice. For the avoidance of doubt, such Company Shares are nothing in this Section 1.1 shall obligate Parent or Purchaser to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreementdeliver a Tender Notice. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants 3.1 Subject to the terms and conditions herein, each Subject Person agrees to accept the Offer and to cause to be deposited and cause all acts and things to be done to deposit all of the Subject Shares owned or controlled by such Subject Person and, in any event, not less than the number of Shares set forth opposite such Subject Person’s name on Schedule A hereto, together with a duly completed and executed letter of transmittal, under the Offer on the terms and conditions set out herein. 3.2 Each Subject Person agrees that if the Offeror makes the Offer in compliance with Article 2 Section 1.1 and the Acquisition AgreementSection 1.2, the Shareholder such Subject Person shall, within 14 days of unless the mailing of the Offer CircularSubject Person properly makes a Holdco Election in which case Section 3.3 shall apply, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of Offer, prior to the Offer Holdco Election Deadline, all of the Deposited Subject Shares in accordance with the terms of the Offer, and thereafter the Shareholder thereafter, except as may be permitted by this Agreement, such Subject Person shall not withdraw or take any action to withdraw any of the Deposited such Subject Person’s Subject Shares deposited under the Offer (notwithstanding any statutory rights, rights or other rights under the terms of the Offer or otherwise which such Subject Person might have). In the event such Subject Person does not make a Holdco Election, such Subject Person nevertheless hereby agrees to comply with and be bound by the covenants set forth in section (c) ‘Bump Covenants’ in Schedule “D” of the Support Agreement and agrees to execute an agreement to that effect. 3.3 If the Offeror makes the Offer in compliance with Section 1.1 and Section 1.2 hereof, the Subject Person shall be entitled to make a Holdco Election prior to the Holdco Election Deadline in compliance with Section 2.1(2) of the Support Agreement, in which case Nucor, the Offeror and the Subject Person will be required to enter into a Holdco Agreement and Holdco Indemnity Agreement providing for the acquisition by the Offeror of the Holdco Shares that are the subject of the Holdco Election. The Subject Person shall tender or deposit or cause to be deposited with the depositary under the Offer, prior to the Holdco Election Deadline, all of the Shares held and, on the date immediately prior to the Expiry Date, all Holdco Shares. The Holdco Shares that are the subject of the Holdco Agreement will be acquired by the Offeror in accordance with the terms and conditions of such Holdco Agreement, and the certificates representing the Subject Shares that were tendered to the depositary and acquired by the Offeror pursuant to the Holdco Agreement shall continue to be retained by the depositary. Such Subject Person shall not withdraw or take any action to withdraw any of such Subject Person’s Shares and Holdco Shares that are deposited under the Offer (notwithstanding any statutory rights or other rights under the terms of the Offer or otherwise which such Subject Person might have), provided that such Subject Person may withdraw and take any action relating to the Shareholder might otherwise have) except upon withdrawal of any Shares or Holdco Shares tendered to the termination of Offer, directly or indirectly, by the Subject Person in the event that this Agreement is terminated for any reason in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 3.4 For greater certainty, for the purposes of this Agreement, the term "Company “Subject Shares" ” shall include refer to all the common sharesShares and Holdco Shares that the respective Subject Person is required to tender under the Offer pursuant to the terms of this Agreement and any Holdco Election, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Subject Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company Shares prior to the acquisition of the Deposited Subject Shares by the Offeror under the OfferOfferor. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and (a) Company Stockholder agrees that if as promptly as practicable after the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms commencement of the Offer, and thereafter in any event no later than the Shareholder shall not withdraw or take any action to withdraw any tenth (10th ) Business Day following the commencement of the Deposited Shares deposited under Offer, Company Stockholder shall validly and irrevocably tender into the Offer (notwithstanding any statutory rights, rights under in accordance with the terms procedures set forth in the Offer Documents) all Subject Shares owned by Company Stockholder on or prior to the tenth Business Day following the commencement of the Offer, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent Company Stockholder from tendering his, her or its shares in accordance with this Agreement or otherwise complying with his or her obligations under this Agreement. If Company Stockholder acquires any Subject Shares after the tenth Business Day following the commencement of the Offer, Company Stockholder shall validly tender into the Offer (in accordance with the procedures set forth in the Offer Documents) such Subject Shares within the earlier of three Business Days following the date that Company Stockholder acquires such Subject Shares or rights which the Shareholder might otherwise haveexpiration of the Offer. (b) Company Stockholder agrees that once the Subject Shares are tendered into the Offer, Company Stockholder shall promptly notify Parent that such Shares have been tendered. Each of Parent, Merger Sub and Company Stockholder agrees that Company Stockholder may not withdraw the Subject Shares from the Offer, except upon at any time following (i) the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued (ii) upon the exercise of Options, Offer being terminated in accordance with the Shareholder shall, within 14 days terms of the mailing Merger Agreement, (iii) the termination of the Offer CircularMerger Agreement pursuant to its terms, irrevocably direct prior to the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time consummation of the Offer, such or (iv) the Company Shares are Board shall have made a Change in Recommendation to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited recommend a Superior Proposal in accordance with this the terms of the Merger Agreement. 4.2 For greater certainty. Company Stockholder shall not be required, for the purposes of this Agreement, the term "Agreement to exercise any unexercised Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of equity award held by the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the OfferStockholder. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants (a) On the terms and agrees that if subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition conditions of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit Stockholder shall validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Stockholder’s Shares not included in the Sold Shares (the “Subject Shares”), which as of the date hereof constitute 2,102,990 Company Ordinary Shares free and clear of all mortgages, liens, pledges, charges, encumbrances, security interests or other adverse claims pursuant to and in accordance with the terms of the Offer. Promptly, and thereafter the Shareholder shall not withdraw or take but in any action to withdraw any event no later than five (5) Business Days after commencement of the Deposited Shares deposited under Offer, the Stockholder shall (i) deliver to the depositary designated in the Offer (notwithstanding any statutory rightsthe “Depositary”) (A) a letter of transmittal with respect to all of the Stockholder’s Subject Shares, rights under completed in compliance with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or, in the case of a book-entry transfer of any uncertificated Subject Shares, an “agent’s message” or such other evidence of transfer of such Subject Shares as the Depositary may reasonably request, and (C) all other documents or instruments required to be delivered by stockholders of the Company tendering their shares of Company Ordinary Shares pursuant to the terms of the Offer, and (ii) if any Subject Shares beneficially owned by the Stockholder are held of record by a broker or any other Person, instruct the broker or such other Person to tender all of such Subject Shares pursuant to and in accordance with the terms of the Offer. (b) The Stockholder agrees that once the Subject Shares are tendered into the Offer, the Stockholder shall not withdraw any Subject Shares from the Offer unless and until: (i) the Offer shall have been withdrawn or rights which the Shareholder might otherwise have) except upon the termination of this Agreement terminated either in accordance with its terms. Subject to terms or otherwise, (ii) this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having Agreement shall have been deposited terminated in accordance with Section 5.01, or (iii) if a third party not solicited by the Stockholder makes a Superior Offer for the Company, and Frutarom declines to match or best such third party Superior Offer, the Stockholder may withdraw the shares previously tendered, and tender into the Superior Offer, and this AgreementAgreement shall terminate; provided, that the purchase and sale agreement set forth in Section 1.01 hereof shall be unconditional and binding even if Frutarom fails to make a Conforming Offer. 4.2 For greater certainty, (c) This Agreement shall only apply to an Offer for the purposes of this Agreement, the term "Company Shares" shall include any and all the common shares, including all the common shares issued under outstanding Options, of the Company commenced by October 8, 2017 at a price (the “Tender Price”) of not less than $11.50 per share (as adjusted for stock splits, cash and shall include all shares or other securities into or for which stock dividends, combinations, recapitalizations and the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes like after the date of this Agreement) (such offer, a “Conforming Offer”). If a Conforming Offer is not made by October 8, 2017, this Agreement shall terminate and be of no further force and effect unless the parties mutually agree to extend it; provided, that it is necessary or desirable in any event the purchase and sale agreement set forth in Section 1.01 hereof shall be unconditional and binding even if Frutarom fails to proceed with make a form of transaction other than Conforming Offer. (d) If Frutarom shall price the Offer above the Purchase Price set forth above, either initially or by amendment (such as a plan the dollar amount per share of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all excess of the Company Shares on economic and other terms and conditions (includingOffer price above the Purchase Price, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"“Additional Amount”), and (ii) the Board recommends that Shareholders approve or support the Alternative Transactionsuch Offer is successful, then immediately prior to the Shareholder agrees to support the completion closing of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting Frutarom shall pay to Stockholder an amount equal to the Deposited Shares in favour product of a special resolution approving the Alternative TransactionAdditional Amount times the number of Sold Shares.

Agreement to Tender. 4.1 The Shareholder Each Securityholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited tendered in the Offer (i) any and all Shares currently beneficially owned by such Securityholder (excluding for purposes of this Section 1 any Shares that are the subject of unexercised In-the-Money Warrants or Company Options or unconverted Company Notes or deferred stock units, as applicable), (ii) any additional Shares with respect to which such Securityholder becomes the beneficial owner (including, without limitation, whether by purchase, by the exercise of In-the-Money Warrants or Company Options or conversion of Company Notes or otherwise) after the date of this Agreement (collectively, but excluding any shares that are disposed of in compliance with Section 9, the “Subject Shares”), (iii) any and all Company Notes beneficially owned by such Securityholder (excluding for purposes of this Section 1 any Company Notes that are converted into Shares after the date of this Agreement) (the “Subject Notes”) and (iv) any and all In-the-Money Warrants beneficially owned by such Securityholder (excluding for purposes of this Section 1 any In-the-Money Warrants that are exercised for Shares after the date of this Agreement) (the “Subject Warrants” and, together with the depositary under Subject Shares and Subject Notes, the Offer “Subject Securities”), in acceptance each case pursuant to and in accordance with the terms of the Offer no later than seven (7) Business Days after the receipt by such Securityholder of all documents or instruments required (A) a letter of transmittal with respect to its Subject Securities complying with the terms of the Deposited Shares Offer, (B) a certificate or certificates representing such Subject Securities or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Subject Securities and (C) all other documents or instruments, to the extent applicable, required to be delivered by other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Securities to tender such Subject Securities pursuant to and in accordance with the terms of the Offer. Each Securityholder agrees that once its Subject Securities are tendered, and thereafter the Shareholder shall such Securityholder will not withdraw or take any action cause to withdraw be withdrawn any of such Subject Securities from the Deposited Shares deposited under Offer, unless and until this Agreement shall have been terminated in accordance with Section 14(d). If the Offer (notwithstanding any statutory rightsis terminated by Parent or Purchaser, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement is terminated in accordance with its terms. Subject , Parent and Purchaser shall cause the depository acting on behalf of Parent and Purchaser to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited return all tendered Securities to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this AgreementSecurityholders promptly. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and Each Stockholder agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (other than Permitted Encumbrances). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, as promptly as practicable after, but in no event later than ten Business Days after, the Offer (notwithstanding any statutory rightscommencement of the Offer, rights under each Stockholder shall deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (the “Tender Date”) and all other documents or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are instruments required to be issued upon delivered by other Company stockholders pursuant to the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, including (A) a letter of transmittal with respect to such Company Stockholder’s Subject Shares are to be deposited to complying with the terms of the Offer and it is understood (B) a certificate representing such Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If any Stockholder acquires any Subject Shares after the Tender Date, such Stockholder shall tender into the Offer such Subject Shares prior to the earlier of (x) three Business Days following the date that the Stockholder shall acquire such Subject Shares and agreed (y) the Expiration Date. Each Stockholder agrees that, upon once such directionStockholder’s Subject Shares are tendered, such Stockholder shall not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated, (B) the Merger Agreement is terminated prior to the purchase of the Subject Shares in the Offer, (C) the Company Shares will Board shall have made an Adverse Recommendation Change (solely in connection with a Competing Proposal), or (D) this Agreement shall have been terminated; provided, however, that a Stockholder shall not be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, required to (x) exercise any unexercised Company Options for the purposes of this Agreement, Agreement or (y) tender any Subject Shares into the term "Company Shares" shall include all the common shares, including all the common shares issued Offer if such tender could cause such Stockholder to incur liability under outstanding Options, Section 16(b) of the Company and Exchange Act (provided, however, for the avoidance of doubt, that nothing in this Section 1.1 shall include all shares be deemed a waiver or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition an amendment of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion provisions set forth in Section 5.10 of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionMerger Agreement).

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer Unless this Agreement shall have been terminated in compliance accordance with Article 2 and the Acquisition Agreementits terms, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit each Stockholder shall validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, and thereafter . Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under the Offer (notwithstanding any statutory rightsforegoing, rights under as promptly as practicable after receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Offer (but in any event no later than five (5) Business Days before the originally scheduled Acceptance Date), each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a Certificate representing such Subject Shares or rights which an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might Paying Agent may reasonably request) in the case of a Book-Entry Share of any uncertificated Subject Shares, and (C) all other documents or instruments required to be delivered by other Company Stockholders pursuant to the terms of the Offer, or (ii) instruct and otherwise haveuse reasonable efforts to cause such Stockholder’s broker and cause such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) except upon the termination of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated by Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with its terms. Subject to this Section 4.1; provided, however, that (x) a Stockholder shall not be required, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, to exercise any unexercised Company Compensatory Award held by such Stockholder and (y) a Stockholder shall not have any obligation under this Section 1.1 to tender any Subject Shares into the term "Offer to extent such shares constitute Company Shares" shall include all the common shares, including all the common shares issued Restricted Stock Awards or if that tender could cause such Stockholder to incur liability under outstanding Options, Section 16(b) of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior Exchange Act. Notwithstanding anything to the acquisition contrary contained herein, the obligations of the Deposited Shares by the Offeror each Stockholder under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed are several and not joint with a form of transaction any other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionStockholder.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "“Company Shares" ” shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit each Stockholder agrees to tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Existing Shares and any other Subject Shares that become issued and outstanding after the Deposited Shares date of this Agreement (such shares, collectively, “Tender Shares”) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer with respect to any Tender Shares acquired prior to such tenth (notwithstanding 10th) business day and within two (2) business days of acquisition of any statutory rightsother Tender Shares, rights under each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Tender Shares immediately before complying with the Expiry Time terms of the Offer, (b) a certificate representing all such Tender Shares that are certificated or, in the case of a book-entry share of any uncertificated Tender Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Tender Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Tender Shares are tendered, such Stockholder will not withdraw or will cause not to be deposited to withdrawn such Tender Shares from the Offer Offer, unless and it is understood and agreed that, upon such direction, such Company Shares will be treated as having until this Agreement shall have been deposited validly terminated in accordance with this Agreement. 4.2 Section 5.2. For greater certaintyclarity, no Stockholder shall be required, for the purposes of this Agreement, the term "to exercise any unexercised Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of Options or the Company and shall include all Warrant or convert any shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares Class A-1 Convertible Preferred Stock held by the Offeror under the Offersuch Stockholder. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if (a) Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit each Stockholder shall validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens (other than Permitted Share Liens (as defined below)); provided, that if the Shareholder Company Board shall have effected an Adverse Recommendation Change in connection with an Intervening Event, then, for so long as such Adverse Recommendation Change is continuing, each Stockholder shall be required to so validly tender or cause to be tendered in the Offer not withdraw or take any action to withdraw any less than the number of Shares set forth opposite such Stockholder’s name under the heading “Minimum Shares” on Schedule A. (b) Without limiting the generality of the Deposited Shares deposited foregoing, as promptly as reasonably practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding any statutory rightsor, rights under if later, no later than three (3) Business Days following the date of delivery of the letter of transmittal with respect to the Offer), each Stockholder shall (x) deliver pursuant to the terms of the Offer (A) a letter of transmittal with respect to such Stockholder’s Shares or rights which Minimum Shares, as applicable, complying with the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, (B) a Certificate or Certificates (or affidavits of loss in lieu thereof) representing such Company Shares are or Minimum Shares, as applicable, or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a Book-Entry Share, and (C) all other documents or instruments required to be deposited delivered by stockholders of the Company generally pursuant to the terms of the Offer and/or (y) instruct such Stockholder’s broker or such other Person that is the holder of record of any Shares or Minimum Shares, as applicable, beneficially owned by such Stockholder to tender such Shares or Minimum Shares, as applicable, pursuant to and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for Section 1.1 and the purposes terms of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (ic) the Offeror concludes after the date Each Stockholder agrees that, once any of this Agreement that it is necessary such Stockholder’s Shares are tendered, such Stockholder will not withdraw or desirable cause to proceed with a form be withdrawn any of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as from the Offer, includingunless and until this Agreement shall have been validly terminated in accordance with Section 5.2; provided, that if necessaryan Adverse Recommendation Change is made in connection with an Intervening Event after such Stockholder has tendered its Shares, by voting the Deposited such Stockholder may withdraw a portion of its Shares in favour of a special resolution approving the Alternative Transactionprovided that such Stockholder’s Minimum Shares remain tendered and that such Stockholder shall promptly tender such withdrawn Shares at such time that such Adverse Recommendation Change is no longer continuing.

Agreement to Tender. 4.1 The Shareholder hereby covenants 3.1 This Lock-Up Agreement when signed and delivered by a Seller will constitute the agreement of such Seller, among other things, to accept the Offer and validly deposit and cause to be deposited and cause all acts and things to be done to deposit under the Offer all of the Common Shares currently owned or controlled by such Seller and, in any event, not less than the number of Common Shares set forth opposite such Seller’s name on Schedule A hereto, together with a duly completed and executed letter of transmittal, on the terms and conditions set out herein. 3.2 This Lock-Up Agreement when signed and delivered by a Convertible Securityholder will constitute the agreement of such Convertible Securityholder, among other things, to exercise or, if applicable, conditionally exercise (as contemplated by Section 2.3 of the Support Agreement) the Options set forth opposite such Convertible Securityholder’s name on Schedule A hereto, to obtain all of the Common Shares to which the Convertible Security holder is or becomes entitled pursuant to Performance Rights, and to validly deposit and cause to be deposited under the Offer the Subsequently Acquired Common Shares issued on such exercise of Options or pursuant to Performance Rights, together with a duly completed and executed letter of transmittal, on the terms and conditions set out herein or as otherwise contemplated by Section 2.3 and Section 2.4 of the Support Agreement. 3.3 Each Seller agrees that if the Offeror makes the Offer in compliance with Article 2 Section 1.1 and Section 1.2, such Seller shall deposit or cause to be deposited with the Acquisition Agreement, depository under the Shareholder shall, Offer (a) within 14 10 calendar days of the mailing of the Offer Circular, irrevocably all of the Subject Common Shares then outstanding (and such Seller shall ensure that all of such Subject Common Shares have become registered in the name of the Seller prior to such deposit), and (b) no later than five business days prior to the first scheduled expiry time of the Offer, all such documents as may be necessary or desirable to deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Subsequently Acquired Common Shares (including those to be acquired pursuant to the conditional exercise of Options and pursuant to Performance Rights), in each case in accordance with the terms of the OfferOffer or as otherwise contemplated by Section 2.3 or Section 2.4 of the Support Agreement, and thereafter thereafter, except as may be permitted by this Lock-Up Agreement or by Section 2.3 or Section 2.4 of the Shareholder Support Agreement or unless this Lock-Up Agreement is terminated in accordance with Article 5, such Seller shall not withdraw or take any action to withdraw any of the Deposited such Seller’s Subject Common Shares deposited under the Offer (notwithstanding any statutory rights, rights or other rights under the terms of the Offer or rights otherwise which such Seller might have and whether or not Goldbelt recommends or fails to recommend or withdraws, modifies or qualifies its recommendation of the Shareholder might otherwise have) except Offer). 3.4 For greater certainty, the obligation to tender the Subject Common Shares shall terminate upon the expiry of the Offer or termination of this Agreement in accordance with its terms. Subject Lock-Up Agreement, including termination pursuant to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement5.1(b)(v) or Section 5.1(c)(iii) hereof. 4.2 3.5 For greater certainty, for the purposes of this Lock-Up Agreement, the term "Company “Subject Common Shares" ” shall include refer to all the common shares, including all Common Shares which the common shares issued Sellers are required to tender under outstanding Options, the Offer pursuant to the terms of the Company this Lock-Up Agreement and shall include all shares or other securities into or for which the Company Subject Common Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company Goldbelt prior to the acquisition of the Deposited Subject Common Shares by the Offeror under the OfferOfferor. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants (a) Subject to the terms of this Agreement, unless and agrees that if the Offeror makes the Offer until this Agreement shall have been validly terminated in compliance accordance with Article 2 and the Acquisition AgreementSection 5.2, the Shareholder shall, within 14 days of the mailing of the Offer Circular, hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Shareholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). (b) Without limiting the generality of the foregoing, subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by the Shareholder subsequent to such tenth (10th) Business Day and prior to the expiration of the Offer, within one (1) Business Day after the acquisition of such shares, and in any event prior to the expiration of the Offer), the Shareholder shall not withdraw or take any action deliver pursuant to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer (i) in the case of Subject Shares that are represented by Certificates, a letter of transmittal with respect to all of the Shareholder’s Subject Shares complying with the terms of the Offer, together with the Certificate(s) representing all such Subject Shares, (ii) in the case of any Subject Shares that are not Certificated Shares, an “agent’s message” or rights which such other evidence of transfer of such Subject Shares in the Offer as the depositary for the Offer may reasonably request (or, if applicable in the case of Subject Shares beneficially owned through a broker, bank or other nominee, written instructions to the Shareholder’s broker, dealer or other nominee that such Subject Shares be validly tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the depositary for the Offer may reasonably request) and (iii) all other documents or instruments, to the extent applicable, required to be delivered pursuant to the terms of the Offer to validly tender shares pursuant to the Offer. The Shareholder agrees that, once any of the Subject Shares are tendered, the Shareholder might otherwise have) except upon will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. In the event this Agreement has been validly terminated in accordance with Section 5.2, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return to the Shareholder all Subject Shares the Shareholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days shall not tender any of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shareholder’s Subject Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares into any tender or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares exchange offer commenced by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction Person other than the Offer (such as a plan Parent, Merger Sub or any other Affiliate of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionParent.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if (a) Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2, the Shareholder shall, within 14 days of the mailing of the Offer Circular, Stockholder agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). (b) Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsshares of Company Common Stock acquired by the Stockholder subsequent to such tenth (10th) Business Day and prior to the expiration of the Offer, rights under within one (1) Business Day after the acquisition of such shares, and in any event prior to the expiration of the Offer), the Stockholder shall deliver pursuant to the terms of the Offer (i) in the case of Subject Shares that are represented by Certificates, a letter of transmittal with respect to all of the Stockholder’s Subject Shares complying with the terms of the Offer, together with the Certificate(s) representing all such Subject Shares, (ii) in the case of any Subject Shares that are Uncertificated Shares, an “agent’s message” or rights which such other evidence of transfer of such Subject Shares in the Shareholder might otherwise haveOffer as the depositary for the Offer may reasonably request (or, if applicable in the case of Subject Shares beneficially owned through a broker, bank or other nominee, written instructions to the Stockholder’s broker, dealer or other nominee that such Subject Shares be validly tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the depositary for the Offer may reasonably request) except upon and (iii) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer to validly tender shares pursuant to the Offer. The Stockholder agrees that, once any of the Subject Shares are tendered, the Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.2. In the event this Agreement has been validly terminated in accordance with Section 5.2, Purchaser shall, and Parent shall cause Purchaser to, promptly return to the Stockholder all Subject Shares the Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days Stockholder shall not tender any of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Stockholder’s Subject Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares into any tender or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares exchange offer commenced by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction Person other than the Offer (such as a plan Parent, Purchaser or any other Affiliate of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionParent.

Agreement to Tender. 4.1 The Shareholder Each of the Equity Holders, severally and not jointly, hereby covenants agrees that, promptly after the Bankruptcy Court has approved this Agreement and the transactions contemplated hereby as contemplated in Section 6(b) hereof and prior to the closing of the Tender Offer, such Equity Holder shall tender (or cause the record holder to tender) for purchase pursuant to the Tender Offer, its Owned Shares and its Common Stock covered by the Class A Warrants that are tendered in accordance with this Agreement in the Tender Offer, together with any shares of Common Stock acquired by such Equity Holder after the date of this Agreement, whether upon the exercise of such Equity Holder's Class A Warrants, if any, or options, conversion of convertible securities or otherwise (such acquired shares and the shares of Common Stock covered by the Class A Warrants, together with such Equity Holder's Owned Shares, are referred to herein collectively as such Equity Holder's "Covered Shares"). Subject to applicable law, each Equity Holder, severally and not jointly, hereby further agrees that if during the Offeror makes time this Agreement is in effect, it shall not withdraw any Covered Shares for purchase pursuant to the Offer in compliance Tender Offer. In connection with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days tender by each of the mailing Equity Holders of Covered Shares, each Equity Holder shall deliver to the Exchange Agent designated in the Tender Offer Circular, irrevocably deposit or cause (i) a letter of transmittal with respect to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance such securities complying with the terms of the Tender Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) certificates representing such Covered Shares (including the Board recommends that Shareholders approve documents representing the Class A Warrants) and (iii) all other documents or support instruments generally required to be delivered by stockholders or warrantholders pursuant to the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Tender Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder Each Stockholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited tendered in the Offer (i) any and all shares of Company Common Stock beneficially owned by such Stockholder as of the date hereof and (ii) any additional shares of Company Common Stock with respect to which such Stockholder becomes the beneficial owner after the date hereof (collectively, the “Subject Shares”; provided, that the number of Subject Shares for purposes of this Agreement and all other similar Tender and Support Agreements signed in connection with the depositary Merger Agreement shall not under any circumstances equal or exceed 15% of the Offer outstanding voting stock of the Company at the time that the Company Board approves the Merger Agreement), in acceptance each case, pursuant to and in accordance with the terms of the Offer no later than seven Business Days after the receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Deposited Offer, including the letter of transmittal in the case of certificated Subject Shares. In furtherance of the foregoing, at the time of such tender, each Stockholder shall (1) deliver to the depositary designated in the (A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Subject Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other stockholders of the Company pursuant to the terms of the Offer, and/or (2) instruct its broker or such other Person that is the holder of record of any of such Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require any Stockholder or any of its Affiliates to exercise any Company Stock Option or other equity award or require any Stockholder to purchase any shares of Company Common Stock, and thereafter nothing herein shall prohibit any Stockholder from exercising Company Stock Options held by such Stockholder as of the Shareholder shall date of this Agreement. Each Stockholder agrees that once its Subject Shares are tendered, such Stockholder will not withdraw or take any action cause to withdraw be withdrawn any of such Subject Shares from the Deposited Shares deposited under Offer, unless and until this Agreement shall have been terminated in accordance with Section 7(c). If the Offer (notwithstanding any statutory rightsis terminated by Parent or Merger Sub, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement is terminated in accordance with its terms. , Parent and Merger Sub shall cause the Depositary promptly to return all tendered Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this AgreementStockholders. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees Unless the parties to the Merger Agreement have agreed to an amendment to the Merger Agreement that if is materially adverse to the Offeror makes Stockholder Parties without the Offer in compliance with Article 2 and consent of the Acquisition AgreementStockholder Parties (a “Material Modification”) or the Expiration Date or a Company Adverse Recommendation Change has occurred, the Shareholder such Stockholder Party shall, within 14 days as promptly as practicable following the commencement of the mailing of the Offer CircularOffer, irrevocably deposit validly tender (and shall not withdraw), or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited validly tendered (and not withdrawn), its Subject Shares pursuant to and in accordance with the terms of the Offer. Unless the Expiration Date, and thereafter a Material Modification or a Company Adverse Recommendation Change has occurred, such Stockholder Party shall, as promptly as practicable following the Shareholder shall not withdraw or take any action to withdraw any commencement of the Deposited Offer, pursuant to and in accordance with the terms and conditions of the Offer, (a) deliver (or cause to be delivered) to the depositary designated in the Offer, (i) a letter of transmittal with respect to its Subject Shares deposited under the Offer (notwithstanding any statutory rights, rights under complying with the terms of the Offer Offer, (ii) certificates representing its Subject Shares, if applicable, and (iii) all other documents or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are instruments reasonably required to be issued upon delivered pursuant to the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, and/or (b) instruct its broker or such Company other person who is the holder of record of any of its Subject Shares are to be deposited validly and properly tender such Subject Shares in the Offer pursuant to the Offer terms and it is understood and agreed thatconditions of the Offer. Unless the Expiration Date, upon such directiona Material Modification or a Company Adverse Recommendation Change has occurred, such Stockholder Party shall not tender the Subject Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any other Subsidiary of Parent. Notwithstanding the foregoing, if (x) the Expiration Date, a Material Modification or a Company Adverse Recommendation Change occurs (y) the Merger Agreement is terminated or (z) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, in each case after the Stockholder Party has tendered any of its Subject Shares will be treated as having been deposited in the Offer in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this AgreementSection 3, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Stockholder Party may withdraw any such Subject Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under from the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder Warrantholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Covered Warrants in exchange for 0.167 common shares, US$1.00 par value per share, of Parent (the “Parent Shares”) per Company Warrant, subject to adjustment pursuant to Section 2.06(d) of the Transaction Agreement and otherwise pursuant to and in accordance with the terms of the Offer as promptly as practicable (but no later than the close of business on the fifth Business Day) after commencement of the Offer. Pursuant to the Offer, Parent shall transfer and deliver to Warrantholder at the consummation of the Offer valid title to the Parent Shares to be issued to Warrantholder in the Offer free and clear of any Lien (as defined in the Transaction Agreement) and any other limitation or restriction (including any lock-up obligation, restriction on the right to vote, trade, sell or otherwise dispose of the Parent Shares), subject to applicable securities laws and the terms of Parent’s memorandum of association and bye-laws, and such Parent Shares shall be duly authorized, issued and delivered, fully paid and non-assessable. In furtherance of the foregoing, Warrantholder shall (i) deliver or cause to be delivered to Purchaser (A) a tendering order with respect to the Covered Warrants complying with the terms of the Offer, (B) a certificate or certificates representing the Covered Warrants and (C) all other documents or instruments, to the extent applicable, as are required to be delivered by other holders of Company Warrants pursuant to the terms of the Offer, and/or (ii) instruct his broker or such other Person that is the holder of record of any Covered Warrants to tender such Covered Warrants pursuant to and in accordance with the terms of the Offer. Warrantholder agrees that once the Covered Warrants are tendered, and thereafter the Shareholder shall Warrantholder will not withdraw or take any action cause to withdraw be withdrawn any of such Covered Warrants from the Deposited Shares deposited under the Offer (notwithstanding any statutory rightsOffer, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of unless and until this Agreement shall have been terminated in accordance with its termsSection 11(d). Subject Notwithstanding the foregoing, if a competing offer is made prior to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time settlement of the Offer, Warrantholder shall be entitled to tender its Covered Warrants into such Company Shares are competing offer and to be deposited to withdraw from the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreementany Covered Warrants previously tendered. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants (a) From the date hereof until the Termination Date (as defined below), each Stockholder irrevocably and unconditionally agrees that if to promptly (and, in any event, not later than ten (10) Business Days after the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days commencement of the mailing of the Offer Circular, irrevocably deposit Offer) (i) validly tender or cause to be irrevocably deposited with validly tendered into the depositary under the Offer in acceptance of the Offer all of the Deposited Shares Offer, pursuant to and in accordance with the terms of the Offer, the Covered Shares (free and thereafter clear of any Liens other than those arising under applicable securities Laws), (ii) deliver all other documents or instruments required to be delivered by such Stockholder pursuant to the Shareholder shall not withdraw or take any action to withdraw any terms of the Deposited Offer, including (A) a letter of transmittal with respect to such Stockholder’s Covered Shares deposited under the Offer (notwithstanding any statutory rights, rights under complying with the terms of the Offer and (B) a certificate representing such Stockholder’s Covered Shares or rights which an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise havePaying Agent may reasonably request) except upon in the termination case of a book-entry share of any uncertificated Covered Shares, and (iii) if such Stockholder acquires beneficial ownership of, and the right to tender, any additional outstanding Shares during the term of this Agreement Agreement, to promptly (and, in any event, not later than the earlier of (x) four (4) Business Days after such Stockholder acquires beneficial ownership of, and the right to tender, such Shares and (y) the Termination Date (as defined herein)) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, all of such Company Shares are additional Shares. (b) Each Stockholder agrees not to withdraw, and not to cause or permit to be deposited to withdrawn, any Covered Shares from the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition Termination Date. (c) Each Stockholder acknowledges and agrees that Xxxxxx Sub’s obligation to accept for payment Shares tendered into the Offer, including any Covered Shares tendered by such Stockholder, is subject to the terms and conditions of the Deposited Shares by the Offeror under Merger Agreement and the Offer. 4.3 (d) If (i) the Offeror concludes after the date of this Merger Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences terminated prior to the Shareholder that are equivalent Effective Time, Parent and Merger Sub shall, or shall cause any depository or other party acting on behalf of Parent and Merger Sub to, promptly return to or better than those contemplated each Stockholder all Shares tendered by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction Stockholder in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants has agreed that he shall tender his Shares in the Offer and agrees that he shall not withdraw any Shares so tendered; PROVIDED, HOWEVER, that if the Offeror makes Shareholder is unable to tender any Shares that are pledged to KeyBank National Association ("KeyBank") the Shareholder shall not be obligated to tender such Shares; PROVIDED FURTHER that the Shareholder shall sell such Shares to Purchaser, and Purchaser shall purchase such Shares from the Shareholder, at the Per Share Amount prior to the Effective Time promptly upon termination of the pledge agreements between the Shareholder and KeyBank relating to such Shares. Purchaser hereby agrees that, if the Offer in compliance with Article 2 and is consummated, it will satisfy the Acquisition Agreement, liabilities secured by the pledge of Shares to KeyBank prior to the Effective Time. The Shareholder shall, within 14 shall tender his Shares (other than the Shares pledged to KeyBank) not later than fourteen business days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms following commencement of the Offer, other than with respect to the Shares subject to the CBL Insured Credit Facility Agreement (the "CBL Agreement") which shall be tendered not later than one business day prior to the initially scheduled expiration of the Offer; PROVIDED, HOWEVER, that if the Shares subject to the CBL Agreement are not tendered as aforesaid, any damages of Purchaser shall be limited to $5,000,000. In connection therewith, the Company has agreed with, and thereafter covenanted to, Parent that the Shareholder Company shall not withdraw or take register the transfer of any action to withdraw certificate representing any of the Deposited Shares deposited under Shareholder's Shares, unless such transfer is made to Parent or the Offer (notwithstanding any statutory rights, rights under Purchaser or otherwise in compliance with the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its termsShareholder's Agreement. GRANT OF IRREVOCABLE PROXY. Subject to this Section 4.1the provisions of the pledge agreements with KeyBank, for greater certaintythe Shareholder has irrevocably granted to, and appointed, Parent and any individual designated by Parent as the Shareholder's proxy and attorney-in-fact, to vote the Shareholder's Shares, or grant a consent or approval in respect of Company Shares that are to be issued upon the exercise Shares, at any meeting of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, shareholders of the Company and shall include all shares or in any other circumstances upon which the Shareholder's vote, consent or other securities into or for which the Company Shares may be convertedapproval is sought, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If against (i) the Offeror concludes after the date of this Agreement that it is necessary any merger agreement or desirable to proceed with a form of transaction merger (other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Merger Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"Merger), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion any amendment of the Alternative Transaction Company's Articles of Incorporation or Bylaws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the same manner as Company under or with respect to, the Offer, includingthe Merger, if necessary, the Merger Agreement or any of the other transactions contemplated by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionMerger Agreement.

Agreement to Tender. 4.1 The Shareholder hereby covenants Each Stockholder shall duly tender, in the Offer, all of such Stockholder’s Subject Securities pursuant to and agrees that if in accordance with the Offeror makes terms of the Offer; provided that, in the case of Seller Common Stock, the Common Stock Offer Price does not decrease and, in the case of Seller Series A Convertible Preferred Stock, the Preferred Stock Offer Price does not decrease. Promptly, but in any event no later than ten (10) Business Days after the commencement of the Offer, each Stockholder shall (i) deliver to the depositary designated in the Offer in compliance (the “Depositary”) (A) letter(s) of transmittal with Article 2 and respect to such Stockholder’s Subject Securities complying with the Acquisition Agreement, the Shareholder shall, within 14 days terms of the mailing Offer, (B) a certificate or certificates representing such Subject Securities or, in the case of a book-entry transfer of any uncertificated Subject Securities, an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) and (C) all other documents or instruments required to be delivered pursuant to the terms of the Offer CircularOffer, irrevocably deposit and/or (ii) instruct such Stockholder’s broker or cause such other Person that is the holder of record of Stockholder’s Subject Securities to be irrevocably deposited tender such Subject Securities pursuant to and in accordance with the depositary under the Offer in acceptance terms of the Offer all of the Deposited Shares Offer. Each Stockholder shall duly tender to Purchaser during any Subsequent Offering Period provided by Purchaser in accordance with the terms of the Offer, and thereafter all of the Shareholder Subject Securities, if any, which shall have been issued or otherwise acquired by Stockholder after the expiration of the Offer. Each Stockholder agrees that once such Stockholder’s Subject Securities are tendered pursuant to the terms hereof, such Stockholder will not withdraw or take any action to withdraw any tender of the Deposited Shares deposited under such Subject Securities, unless and until (x) the Offer (notwithstanding any statutory rightsshall have been terminated or shall have expired, rights under in each case, in accordance with the terms of the Offer Merger Agreement, or rights which the Shareholder might otherwise have(y) except upon the termination of this Agreement shall have been terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement4.03 hereof. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 10 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights or other rights under the terms of the Offer or rights otherwise which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certaintyIt is understood and agreed that, in respect of Company Shares that are to be conditionally issued upon the exercise of Options, such Shares will be treated as having been deposited in accordance with this Agreement if the Shareholder shall, within 14 days of the mailing of the Offer Circular, has irrevocably direct directed the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this AgreementOffer. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company “Shares" ” shall include all the common shares, including all the common shares issued issuable under outstanding Options, of the Company which the Shareholder is required to tender under the Offer and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Shares of the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are are, in the Company’s reasonable objective opinion, equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "“Alternative Transaction"), ”) and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days Stockholder hereby agrees to accept the Offer with respect to all the Covered Shares of the mailing of the Offer Circular, irrevocably deposit Stockholder and tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited Covered Shares that the Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and thereafter clear of any and all Liens, other than those created by this Agreement or restrictions on transfer of general applicability arising under applicable securities Laws. Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, no later than fifteen Business Days, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsAfter-Acquired Shares (as defined below) directly or indirectly issued to or acquired or otherwise beneficially owned by the Stockholder subsequent to such fifteenth Business Day, rights under or in each case if the Stockholder has not received the Offer Documents by such time, no later than two Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), the Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or rights which instruments required to be delivered by stockholders of the Shareholder might otherwise haveCompany pursuant to such letter) except upon with respect to all of the termination Covered Shares (or After-Acquired Shares, as applicable) of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certaintythe Stockholder and (b) a certificate or certificates representing all such shares that are certificated or, in respect the case of Company Shares shares that are Book-Entry Shares, written instructions to the Stockholder’s broker, dealer or other nominee that such shares be issued upon tendered in the exercise of OptionsOffer. The Stockholder agrees that, once the Stockholder’s Covered Shares are tendered, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of Stockholder shall not withdraw such Company Covered Shares immediately before the Expiry Time of from the Offer, such Company Shares are to be deposited to the Offer unless and it is understood and agreed thatuntil any event described in clause (iii), upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, (iv) or (v) of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition definition of the Deposited Shares by the Offeror under the Offer“Termination Date” has occurred. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be irrevocably deposited with the depositary under the Offer validly and irrevocablytendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than RSUs that are not vested and Company Stock Options that are not exercised during the Deposited Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances except for Permitted Encumbrances (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or, in the case of any statutory rightsShares acquired by such Stockholder subsequent to such tenth (10th) business day, rights under within two business days after the acquisition of such Shares and in any event prior to the End Date), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Subject Shares immediately before complying with the Expiry Time terms of the Offer, (b) a certificate representing all such Company Subject Shares that are certificated or, in the case of a Book-Entry Share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be deposited tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Offer Paying Agent may reasonably request) with respect to such Subject Shares, and it is understood and agreed that, upon (c) all other customary documents or instruments that Parent or Purchaser may reasonably require or request in order to effect the valid tender of such direction, such Company Stockholder’s Subject Shares will be treated as having been deposited in accordance with the terms of the Offer (it being understood that this Agreement. 4.2 For greater certainty, for sentence shall not apply to RSUs that are not vested and Company Stock Options that are not exercised during the purposes term of this Agreement). Each Stockholder agrees that such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer at any time, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company unless and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of until this Agreement that it is necessary or desirable to proceed shall have been validly terminated in accordance with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionSection 5.02.

Agreement to Tender. 4.1 (a) The Shareholder hereby covenants and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition AgreementStockholders shall duly tender, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with tendered, in the depositary under the Offer in acceptance of the Offer Offer, all of the Deposited Insider Shares (excluding for purposes of this Section 1.01 Insider Shares that are the subject of unexercised stock options) pursuant to and in accordance with the terms of the Offer, and thereafter . No later than ten (10) business days after the Shareholder shall not withdraw or take any action to withdraw any commencement of the Deposited Shares deposited under Offer, the Stockholders shall (i) deliver to the depositary designated in the Offer (notwithstanding any statutory rights, rights under the "Depositary") (A) a letter of transmittal with respect to such Insider Shares complying with the terms of the Offer Offer, (B) a certificate or rights which certificates representing such Insider Shares or an "agent's message" (or such other evidence, if any, of transfer as the Shareholder might otherwise haveDepositary may reasonably request) except upon in the termination case of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect a book-entry transfer of Company any uncertificated Insider Shares that are and (C) all other documents or instruments required to be issued upon delivered pursuant to the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, and/or (ii) instruct its broker or such Company other person that is the holder of record of any Insider Shares are beneficially owned by the Stockholders to be deposited tender such Insider Shares pursuant to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreementthe terms of the Offer. 4.2 (b) The Stockholders agree that once their Insider Shares are tendered by them, the Stockholders will not withdraw, nor permit the withdrawal of, any tender of such Insider Shares, unless and until (i) the Offer shall have been terminated by Magic Hat in accordance with the terms of the Definitive Agreement, or (ii) this Agreement shall have been terminated in accordance with Section 6.03. Notwithstanding the foregoing, prior to the closing of the Offer, in the event of a Superior Tender Offer, the Stockholders shall be entitled to tender to the maker of such Superior Tender Offer their Releasable Shares (as set forth next to each Stockholder's name under the heading "Releasable Shares" in Schedule A attached hereto) at their sole discretion and to withdraw from the Offer any Releasable Shares previously tendered. For greater certainty, for the purposes purpose of this Agreement, the term a "Company SharesSuperior Tender Offer" shall include mean a tender offer for all the common shares, including all the common shares issued under outstanding Options, of the Company outstanding Shares and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If is (i) for an amount equal to at least $3.00 per Share in cash, (ii) provides for payment in full of the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic Break-Up Fee and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction")Reimbursement Expense, and (iiiii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionnot contingent on any financing.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, each Stockholder hereby agrees to validly and irrevocably deposit tender or cause to be validly and irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Liens, except for Permitted Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding or in the case of any statutory rightsshares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, rights under as promptly as practicable after the acquisition of such shares, as the case may be (but, if such shares are acquired prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which (a) in the Shareholder might otherwise have) except upon the termination case of this Agreement in accordance Subject Shares represented by a Certificate, a letter of transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Subject Shares immediately before complying with the Expiry Time terms of the Offer, together with the Certificate(s) representing all such Company Subject Shares that are certificated or, (b) in the case of a Book Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be deposited tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments required by the terms of the Offer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer and it is understood and agreed the Merger Agreement. Each Stockholder agrees that, upon once any of such directionStockholder’s Subject Shares are tendered, such Company Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares will be treated as having from the Offer at any time, unless and until this Agreement shall have been deposited validly terminated in accordance with this Agreement. 4.2 Section 5.2. For greater certaintyclarity, no Stockholder shall be required, for the purposes of this Agreement, the term "to exercise any unexercised Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares Stock Options held by the Offeror under the Offersuch Stockholder. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and (a) Each Stockholder agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to validly tender or cause to be irrevocably deposited with the depositary under the Offer validly tendered in acceptance of the Offer all of the Deposited Shares such Stockholder’s shares of Company Common Stock that are Applicable Securities (including all shares of Company Common Stock issued or issuable with respect to a Pubco Exercise to be made by such Stockholder pursuant to Section 1.1(b), a Pubco Offer Redemption to be made by such Stockholder pursuant to Section 1.1(c) or otherwise), pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances (as defined below) (other than Permitted Encumbrances (as defined below)). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the Offer commencement of the Offer, each Stockholder shall (notwithstanding any statutory rights, rights under i) deliver pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(A) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect all of such Stockholder’s shares of Company Shares that are Common Stock (including any shares of Company Common Stock issued or issuable with respect to a Pubco Exercise to be issued upon made by such Stockholder pursuant to Section 1.1(b) or a Pubco Offer Redemption to be made by such Stockholder pursuant to Section 1.1(c) or otherwise) complying with the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms of the Offer, (B) a Certificate representing such shares of Company Shares are Common Stock or an “agent’s message” (or such other evidence, if any, of transfer as the depository may reasonably request) in the case of a book-entry share of any uncertificated shares of Company Common Stock, and (C) all other documents or instruments required to be deposited delivered by the Stockholders pursuant to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, terms of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) instruct such Stockholder’s broker or such other Person that is the Board recommends that Shareholders approve or support holder of record of any shares of Company Common Stock beneficially owned by such Stockholder to tender all such shares of Company Common Stock pursuant to and in accordance with clause (i) of this Section 1 and the Alternative Transaction, then the Shareholder agrees to support the completion terms of the Alternative Transaction in the same manner as the Offer, includingit being agreed that none of the Buyer Parties shall contest or dispute the effectiveness or validity of, or otherwise assert any failure to comply with the terms of the Offer with respect to, any tender of any shares of Company Common Stock issued or issuable with respect to a Pubco Exercise or Pubco Offer Redemption, or any action described in the foregoing clauses (i) or (ii) with respect to such tender, due to the fact that the Pubco Exercise or Pubco Offer Redemption, as applicable, shall be effective immediately prior to the Expiration Time. Each Stockholder agrees that, once such Stockholder’s shares of Company Common Stock are tendered, such Stockholder will not withdraw any of such shares of Company Common Stock (including all shares of Company Common Stock issued or issuable with respect to a Pubco Exercise to be made by such Stockholder pursuant to Section 1.1(b), a Pubco Offer Redemption to be made by such Stockholder pursuant to Section 1.1(c) or otherwise) from the Offer until the earliest of the Parent Termination Date, the Stockholder Termination Date with respect to such Stockholder or the Final Termination Date. (b) As promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement of the Offer, each Stockholder that owns Vested Company Options (as defined in the Merger Agreement) shall exercise all of such Vested Company Options (the “Pubco Exercise”) so that all of the shares of Company Common Stock issuable with respect to such Pubco Exercise may be tendered in the Offer prior to the Expiration Time pursuant to Section 1.1(a). Payment of the exercise price of such Vested Company Options and any Taxes due upon exercise of such Vested Company Options shall be effected by the Company retaining (and the applicable holder foregoing any right or entitlement to) a number of shares of Company Common Stock subject to the Vested Company Options having an aggregate value equal to the sum of (x) the exercise price multiplied by the number of shares of Company Common Stock subject to such Vested Company Options, and (y) the amount of Taxes required to be withheld in connection with such exercise price. Each Stockholder, the Parent Entities (on behalf of the Buyer Parties) and the Company agree that any such Pubco Exercise (and the tendering of all shares of Company Common Stock issuable with respect to such Pubco Exercise into the Offer) shall be effective immediately prior to the Expiration Time; provided, that if necessarythe Offer is not consummated in accordance with the terms of the Merger Agreement, by voting the Deposited Shares Pubco Exercise shall be void and deemed not to have occurred and such Stockholder shall retain its Vested Company Options, in favour the manner held immediately prior to the attempted exercise thereof. (c) Each Stockholder hereby agrees and covenants to effect a Pubco Offer Redemption with respect to all Holdings Units that are Applicable Securities, including delivery of a special resolution approving Redemption Notice as promptly as practicable after, but in no event later than ten (10) Business Days after, the Alternative Transactioncommencement of the Offer, so that all of the shares of Company Common Stock issuable with respect to such Pubco Offer Redemption may be tendered in the Offer pursuant to Section 1.1(a). Each Stockholder, the Parent Entities (on behalf of the Buyer Parties) and the Company Parties agree that, pursuant to Section 10.09 of the Holdings LLCA, any such Pubco Offer Redemption (and the tendering of all shares of Company Common Stock issuable with respect to such Pubco Offer Redemption into the Offer) shall be effective immediately prior to the Expiration Time; provided, that if the Offer is not consummated in accordance with the terms of the Agreement, the Pubco Offer Redemption shall be void and deemed not to have occurred and such Stockholder shall retain its Holdings Units and an equivalent number of shares of Company Class B Stock and Company Class C Stock, as applicable. (d) The Company Parties and the Buyer Parties shall, and shall cause all of their respective Subsidiaries to, take all such actions and do all such things as are necessary or desirable to enable and permit each Stockholder to complete a Pubco Exercise and Pubco Offer Redemption as contemplated by this Section 1, as applicable, and validly tender all of the shares of Company Common Stock issuable in respect of such Pubco Exercise and Pubco Offer Redemption into the Offer pursuant to this Section 1, and, subject to the satisfaction (or, to the extent waivable, waiver by Parent I in its sole discretion) of the Offer Conditions, Parent I shall cause the Merger Sub I to accept such shares of Company Common Stock for payment pursuant to the Offer.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if (a) Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the each Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit agrees to tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of the Deposited its Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Share Liens (as defined below) except for Permitted Share Liens. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, no later than the later of (I) two (2) Business Days following Shareholders' receipt of written notice from Buyer (a "Buyer Notice") that (x) all Offer Conditions, other than the Minimum Condition and those conditions that by their nature are to be satisfied in connection with the Closing, have been satisfied and (y) it is Buyer's expectation to cause the Acceptance Time to occur promptly following the then-current Expiration Time and (II) five (5) Business Days prior to the Expiration Time, each Shareholder shall not withdraw deliver or take any action cause to withdraw any of be delivered to the Deposited Shares deposited under depositary designated in the Offer (notwithstanding any statutory rights, rights under pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of such Shareholder's Subject Shares complying with the terms of the Offer, (ii) written instructions to such Shareholder's broker, dealer, commercial bank, trust company or rights which other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an "agent's message" (or such other evidence, if any, of transfer as the depository for the Offer may reasonably request) and (iii) all other documents or instruments required to be delivered by all other Company shareholders tendering into the Offer pursuant to the terms of the Offer. Each Shareholder might otherwise have) except upon agrees that, once any of its Subject Shares are tendered, such Shareholder will not withdraw and will cause not to be withdrawn such Subject Shares from the termination of Offer unless and until this Agreement shall have been validly terminated in accordance with Section 5.2; provided, that Shareholder may withdraw its Subject Shares in the event the then-current Expiration Date is extended in accordance with the Purchase Agreement for a period of more than five (5) Business Days so long as such Subject Shares are delivered no less than the later of (x) two (2) Business Days following Shareholders' receipt of a new Buyer Notice and (y) five (5) Business Days prior to the Expiration Time. (b) If the Offer is terminated or withdrawn by Buyer, or the Purchase Agreement is validly terminated prior to the Acceptance Time in accordance with its terms. Subject to this Section 4.1, Buyer shall promptly return, and shall cause the depository for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circularto return, irrevocably all tendered Shares to the registered holders of such tendered Shares (and in connection with the foregoing, Buyer shall direct the depositary under the Offer that, upon the issue of depository to promptly return such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreementtendered Shares). 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 3.1 This Lock-Up Agreement when signed and delivered by the Seller will constitute the agreement of the Seller, among other things, to accept the Offer and validly deposit and cause to be deposited and cause all acts and things to be done to deposit under the Offer all of the Common Shares currently owned or controlled by the Seller and, in any event, not less than the number of Common Shares set forth on Schedule A hereto, together with a duly completed and executed letter of transmittal, on the terms and conditions set out herein. 3.2 The Shareholder hereby covenants and Seller agrees that if the Offeror makes the Offer in compliance with Article 2 Section 1.1 and the Acquisition AgreementSection 1.2, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably Seller shall deposit or cause to be irrevocably deposited with the depositary depository under the Offer in acceptance no later than five business days prior to the first scheduled expiry time of the Offer Offer, all of the Deposited Subject Common Shares then outstanding (and the Seller shall promptly notify Offeror that all of such Subject Common Shares have been so deposited), in accordance with the terms of the Offer, and thereafter thereafter, except as may be permitted by this Lock-Up Agreement or unless this Lock-Up Agreement is terminated in accordance with Article 5, the Shareholder Seller shall not withdraw or take any action to withdraw any of the Deposited Seller’s Subject Common Shares deposited under the Offer (notwithstanding any statutory rightswhether or not Goldbelt recommends or fails to recommend or withdraws, rights under the terms modifies or qualifies its recommendation of the Offer or rights which Offer). 3.3 For greater certainty, the Shareholder might otherwise have) except obligation to tender the Subject Common Shares shall terminate upon the termination of this Agreement in accordance with its terms. Subject Lock-Up Agreement, including termination pursuant to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement5.1(b)(vi) or Section 5.1(c)(iii) hereof. 4.2 3.4 For greater certainty, for the purposes of this Lock-Up Agreement, the term "Company “Subject Common Shares" ” shall include refer to all the common shares, including all Common Shares which the common shares issued Seller is required to tender under outstanding Options, the Offer pursuant to the terms of the Company this Lock-Up Agreement and shall include all shares or other securities into or for which the Company Subject Common Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company Goldbelt prior to the acquisition of the Deposited Subject Common Shares by the Offeror under the OfferOfferor. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants 3.1 This Agreement when signed and delivered by a Seller will constitute the agreement of such Seller, among other things and subject to Section , to accept the Offer and validly deposit and cause to be deposited and cause all acts and things to be done to deposit under the Offer all of the Company Shares currently owned or controlled by such Seller and, in any event, not less than the number of Company Shares set forth opposite such Seller's name on Schedule A hereto, together with a duly completed and executed letter of transmittal, on the terms and conditions set out herein. 3.2 Each Seller agrees that if the Parent causes the Offeror makes to make the Offer in compliance with Article 2 Section and the Acquisition Agreement, the Shareholder such Seller shall, subject to Section , deposit or cause to be deposited with the depository under the Offer within 14 10 days of the mailing of the Offer Bid Circular, irrevocably all of the Subject Company Shares all such documents as may be necessary or desirable to deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Subsequently Acquired Company Shares (including those to be acquired pursuant to the exercise of Options), in each case in accordance with the terms of the OfferOffer or as otherwise contemplated by Section 2.1 of the Support Agreement, and thereafter the Shareholder thereafter, except as may be permitted by this Agreement or unless this Agreement is terminated in accordance with , such Seller shall not withdraw or take any action to withdraw any of the Deposited such Seller's Subject Company Shares deposited under the Offer (notwithstanding any statutory rights, rights or other rights under the terms of the Offer or rights otherwise which such Seller might have). 3.3 The obligations of the Shareholder might otherwise have) except upon the termination of this Agreement Sellers set forth in accordance with its terms. Sections and to tender their Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such and Subsequently Acquired Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed thatnot to withdraw any such shares deposited under the Offer, upon such direction, such shall not apply in the event that prior to the time that the Company Shares will be treated as having been deposited are taken up under the Offer, the Company proposes, in accordance with the terms of the Support Agreement, to enter into a Proposed Agreement in respect of a Superior Acquisition Proposal and, after the expiry of the five business-day period referred to in Section 6.2(e) of the Support Agreement, the Offeror has not offered to amend the Support Agreement to provide for financial terms at least equivalent to those in the Proposed Agreement, as determined by the Board of Directors in accordance with Section 6.2(e) of the Support Agreement. 3.4 For greater certainty, the obligation to tender the Subject Company Shares shall terminate upon termination of this Agreement. 4.2 3.5 For greater certainty, for the purposes of this Agreement, the term "Subject Company Shares" shall include refer to all the common sharesCompany Shares, including all Subsequently Acquired Company Shares, which the common shares issued Sellers are required to tender under outstanding Options, the Offer pursuant to the terms of the Company this Agreement and shall include all shares or other securities into or for which the Subject Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Subject Company Shares by the Offeror under the OfferOfferor. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants 3.1 If Toromont amends and agrees that if the Offeror makes conducts the Offer in compliance with Article 2 Sections 1.1 and the Acquisition 1.2, this Lock-Up Agreement, when signed and delivered by a Seller, will constitute the Shareholder shallagreement of such Seller, within 14 days among other things, to accept the Offer and validly deposit and cause to be deposited and cause all acts and things to be done to deposit under the Offer (A) all of the mailing Trust Units and Exchangeable LP Units currently owned or controlled by such Seller and, in any event, not less than the number of Trust Units and Exchangeable LP Units set forth opposite such Seller's name on Schedule A hereto, and (B) all Trust Units and Exchangeable LP Units of which beneficial ownership or over which control or direction is acquired or obtained by such Seller after the date hereof, in each case together with a duly completed and executed letter of transmittal or, if any such Units are not held in registered form, through instructions to tender delivered to the Seller's broker or other intermediary, on the terms and conditions set out herein. 3.2 If Toromont amends and conducts the Offer in compliance with Sections 1.1 and 1.2, this Lock-Up Agreement, when signed and delivered by a Convertible Securityholder will constitute the agreement of such Convertible Securityholder, among other things, to exercise or cashless exercise, conditionally or otherwise (as contemplated by Section 2.4 of the Support Agreement) the Options set forth opposite such Convertible Securityholder's name on Schedule A hereto and to accept the Offer Circularand validly deposit and cause to be deposited under the Offer and cause all acts and things to be done to deposit under the Offer all of the Subsequently Acquired Units issued on such exercise of Options, irrevocably together with a duly completed and executed letter of transmittal, or, if any such Units are not held in registered form, through instructions to tender delivered to the Seller's broker or other intermediary, on the terms and conditions set out herein or as otherwise contemplated by Section 2.4 of the Support Agreement. 3.3 Each Seller agrees that, if Toromont amends and conducts the Offer in compliance with Sections 1.1 and 1.2, such Seller shall deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited depository under the Offer (notwithstanding any statutory rightsa) by the later of December 31, rights under 2009 and the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares day that are to be issued upon the exercise of Options, the Shareholder shall, within 14 is 5 calendar days of after the mailing of the Offer CircularNotice of Variation, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time all of the OfferSubject Units then outstanding, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.and

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit each Stockholder agrees to tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Subject Shares (other than Warrants and Options that are not exercised during the Deposited Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Encumbrances except for Permitted Encumbrances (as defined below); provided, that if the Shareholder shall not withdraw or take any action to withdraw any representations and warranties of the Deposited Stockholders in Section 2.3 of this Agreement and/or of the Company in Section 4.02 of the Merger Agreement are inaccurate (and/or Parent or Merger Sub may be deemed to be the “owner” of any other shares of “voting stock” of the Company (as such terms are defined in Section 203 of the Delaware General Corporation Law (“Section 203”)) as of the time that the Board of Directors of the Company approved the Merger Agreement), and, as a result, as of the time that the Board of Directors of the Company approved the Merger Agreement, the number of Subject Shares deposited (plus any other shares of “voting stock” of the Company of which Parent or Merger Sub may be deemed the “owner” as of the time that the Board of Directors of the Company approved the Merger Agreement) equals or exceed 15% of the outstanding “voting stock” of the Company (the “Threshold”), the number of Subject Shares shall be deemed to be reduced, pro rata across all Stockholders, such that the number of Subject Shares (plus any other shares of “voting stock” of the Company of which Parent or Merger Sub may be deemed the “owner” as of the time that the Board of Directors of the Company approved the Merger Agreement) is one share less than the Threshold. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Offer (notwithstanding any statutory rightsExchange Act) of the Offer, rights under each Stockholder shall deliver pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Subject Shares immediately before complying with the Expiry Time terms of the Offer, (b) a certificate representing all such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (c) all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer (it being understood that this sentence shall not apply to Warrants and Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are to be deposited to the Offer and it is understood and agreed that, upon such directiontendered, such Company Stockholder will not withdraw such Subject Shares will be treated as having from the Offer, unless and until this Agreement shall have been deposited validly terminated in accordance with this AgreementSection 5.2. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and Unless this Agreement shall have been terminated in accordance with its terms, each Stockholder agrees to tender or instruct such Stockholder’s broker or such other Person that if is the Offeror makes the Offer holder of record of such Shareholder’s Subject Shares to tender in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, and thereafter . Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, as promptly as practicable (but in no event later than ten (10) business days ) following the commencement of the Offer (notwithstanding any statutory rightsor if a Shareholder has not received the Offer Documents by such time, rights under within three (3) business days following receipt of such documents), each Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) a Certificate representing such Subject Shares or rights which an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise havePaying Agent may reasonably request) except upon in the termination case of any Subject Shares that are Book Entry Shares and (iii) all other documents or instruments required to be delivered by holders of Shares pursuant to the terms of the Offer, or (b) if applicable, instruct such Stockholder’s broker or such other Person that is the holder of record of such Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, In the event that the Company Board or any committee thereof shall have made a Change of Recommendation and Parent has not terminated the Merger Agreement in respect of Company Shares that are to be issued upon the exercise of Optionsconnection therewith, the Shareholder shallcovenants, within 14 days of the mailing of the Offer Circularobligations, irrevocably direct the depositary under the Offer that, upon the issue representations and warranties of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited Stockholder set forth in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" including this Section 1.1, shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant continue to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offerapply. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants (a) Subject to the terms and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition conditions of this Agreement, as soon as reasonably practicable following the Shareholder shall, within 14 days commencement of the mailing of Offer, the Offer CircularTrust shall tender, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer tendered, all of the Deposited Subject Shares into the Offer by delivering, or causing to be delivered, to Cargill (A) a letter of transmittal with respect to such Subject Shares substantially in accordance with the form attached as Annex C hereto (the “Letter of Transmittal”), (B) a certificate or certificates representing such Subject Shares, or, in the case of Subject Shares held in book-entry form, such other evidence of transfer as Cargill may reasonably request, endorsed or accompanied by an appropriate stock power, and (C) all other documents or instruments reasonably required to be delivered pursuant to the terms of the Offer. (b) Except if this Agreement is terminated pursuant to Section 5.1 hereof, the Trust agrees that once the Subject Shares are tendered into the Offer, without the consent of Cargill, which Cargill may xxxxx or withhold in its sole discretion, the Trust shall not, and thereafter the Shareholder shall not be permitted to, withdraw or take any action cause to withdraw be withdrawn any of the Deposited Subject Shares deposited under from the Offer (notwithstanding any statutory rights, rights under the terms of unless and until the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement is terminated in accordance with its terms. . (c) The Trust acknowledges and agrees that Cargill’s obligation to accept the Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of tendered into the Offer Circular, irrevocably direct shall be subject to the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time terms and conditions of the Offer, such Company including the cutback provisions of the Offer. The Trust acknowledges and agrees that, as a result of the cutback provisions, certain of the Subject Shares are tendered into the Offer may not be accepted by Cargill upon consummation of the Offer; provided, however, that in the event the Offer is consummated, and provided the Trust has validly tendered all of the Subject Shares into the Offer, Cargill acknowledges and agrees that the number of Subject Shares that will be accepted by Cargill pursuant to the Offer shall be equal to the number of shares of Cargill Common Stock set forth under the column “Subject Shares” on Annex A unless the aggregate number of shares of Cargill Common Stock to be deposited acquired by Cargill in the Offer, after giving effect to the number of shares of Cargill Common Stock to be acquired by Cargill from the MAC Trusts pursuant to the MAC Trusts Exchange Agreement (such remaining number of shares, the “Remaining Available Shares”) is less than the Aggregate Subject Shares, in which case the number of Subject Shares that will be acquired by Cargill pursuant to the Offer shall be no less than that number of shares of Cargill Common Stock equal to the Remaining Available Shares multiplied by a fraction, the numerator of which is the Subject Shares and the denominator of which is the Aggregate Subject Shares (any fractional shares to be paid in cash pursuant to Section 2.1(f)). (d) The Trust acknowledges and agrees that Cargill has informed the Trustees that (i) the MAC Trusts are obligated to tender all of their shares of Cargill Common Stock into the Offer and that the acceptance by Cargill of those shares will not be subject to any cutback, (ii) all of each series of the shares of M Holdings Class A Common Stock are expected be allocated solely to the MAC Trusts in exchange for a portion of their shares of Cargill Common Stock and (iii) the Trust is expected to receive Exchange Shares comprised solely of M Holdings Class B Common Stock for the Subject Shares accepted by Cargill pursuant to the Offer; provided, however, as determined by Cargill in its sole discretion, the Exchange Shares to be received by the Trust may include shares of M Holdings Class A Common Stock (which shares, if any, shall include an equal number of M Holdings Series A-1 Common Stock, M Holdings Series A-2 Common Stock and M Holdings Series A-3 Common Stock, with any fractional shares to be paid in cash pursuant to Section 2.1(f)), provided that the distribution of shares of the classes of M Holdings Class A Common Stock and the shares of the classes of M Holdings Class B Common Stock shall be distributed on a pro rata basis to all parties tendering shares of Cargill Common Stock into the Offer that are accepted by Cargill pursuant to the Offer, other than the MAC Trusts. (e) Upon consummation of the Offer, Cargill shall accept for exchange the Subject Shares validly tendered into, and not withdrawn from, the Offer, subject to the application of the cutback provisions in accordance with Section 2.1(c). The Trust shall be entitled to receive (free and clear of all Securities Encumbrances, other than the Securities Encumbrances pursuant to this Agreement (including the restrictive legend set forth in Section 4.3(d)), the Letter of Transmittal) and the Exchange Shares for the Subject Shares accepted by Cargill pursuant to the Offer. (f) No fractional shares of M Holdings Securities shall be transferred to or for the benefit of the Trust pursuant to the Offer or this Agreement. In lieu of any such fractional share, upon consummation of the Split-off, Cargill shall pay to the Trust an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Mosaic Market Price by (ii) the fraction of a share the Trust would otherwise be entitled to receive pursuant to the Offer and it is understood this Section 2.1. (g) The Trust understands and agreed thatacknowledges that Xxxxxxx, Mosaic and M Holdings are entering into the Transaction Documents in reliance upon such directionthe Trust’s execution and delivery of, such Company Shares will be treated as having been deposited in accordance with and performance under, this Agreement. 4.2 For greater certainty, for (h) Cargill acknowledges that the purposes Trust is entering into this Agreement in reliance on the form of this Agreement, Transaction Documents provided by Cargill to the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, Trusts; provided that no amendment of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes Transaction Documents after the date hereof shall relieve the Trust from its obligations hereunder, unless such amendment could reasonably be expected to have an adverse effect on the Trust as the holder of this Agreement that it is necessary Cargill Common Stock or desirable to proceed with a form of transaction other than M Holdings Common Stock following the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion consummation of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour Transactions compared to other holders of a special resolution approving the Alternative TransactionCargill Common Stock or M Holdings Common Stock.

Agreement to Tender. 4.1 The Shareholder hereby covenants This agreement when signed and delivered by each Seller to the Offeror will constitute the agreement of each Seller, among other things, (i) to irrevocably accept the Offer, (ii) validly to tender and cause to be tendered and to cause all acts and things to be done to tender the Subject Shares (including exercising all In-the-Money Options) beneficially owned by such Seller under the Offer on the terms and conditions set out herein; and (iii) to surrender all Options that are not In-the-Money Options in exchange for options to purchase BCE Shares based on the Share Exchange Ratio and to enter into such agreements as the Offeror may reasonably request to evidence same. Each Seller agrees that if the Offeror makes the Offer on or prior to the Termination Date (as defined in compliance with Article 2 subsection 7(a)) containing no material conditions other than the conditions set out in Schedule B, such Seller shall forthwith thereafter and in any event not later than the Acquisition Agreementclose of business on the fifth business day following the Mailing Date, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit or cause to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Subject Shares in accordance with the terms of the Offer, and thereafter the Shareholder shall not withdraw deposit or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are cause to be issued deposited any Common Shares acquired upon the exercise of Options, options after the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before date hereof and prior to the Expiry Time of the Offer, and thereafter such Company Shares are Seller shall not withdraw or permit such shares to be withdrawn from the Offer. The Offeror will take up and pay for the Subject Shares deposited to under the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with the terms of the Offer within the periods required by law and upon the conditions of the Offer having been satisfied or waived. Subject to subsection 7(b), if the Subject Shares have not been taken up and paid for by the Offeror prior to the close of business on the 120th day following the Mailing Date, then each Seller may withdraw from the Offer the Subject Shares held by such Seller and, if such Subject Shares are then withdrawn from the Offer, this Agreement. 4.2 agreement shall be terminated in respect of such Seller and shall be of no further force or effect in respect of such Seller, but this agreement shall continue in full force and effect with respect to all the Sellers who do not withdraw their Subject Shares. To the extent that any Seller shall not have complied with the preceding two paragraphs (or, if applicable, the provisions of the following paragraph) with respect to any Subject Shares, the Offeror shall have, in addition to any other remedies it may have, the option to acquire all of such Subject Shares for the Consideration for each Subject Share for which such option is exercised. Such option may be exercised by the Offeror for a period of 90 days following the Expiry Time. For greater certainty, for the purposes of this Agreementagreement, the term "Company Subject Shares" shall include refer to all the common sharesCommon Shares which the Sellers are required to tender under the Offer pursuant to the terms of this agreement, including all the common shares issued under outstanding Options, of the Company and shall include as well as all shares or other securities into or for which the Company Subject Shares may be convertedconverted into, exchanged for or otherwise changed into pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Subject Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes Offeror, and shall also include any and all distributions of cash, securities or other property made on such shares on or after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all hereof, excluding quarterly dividends paid by the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transactionordinary course and 'consistent with past practice.

Agreement to Tender. 4.1 The Shareholder hereby covenants (a) Subject to the terms of this Agreement, each Stockholder irrevocably and unconditionally undertakes and agrees that if the Offeror makes the Offer in compliance with Article 2 and the Acquisition Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit to tender or cause to be irrevocably deposited with the depositary under tendered in the Offer in acceptance of the Offer (and not withdraw) all of the Deposited its Subject Shares pursuant to and in accordance with the terms of the Offer, free and thereafter clear of all Share Liens (as defined below) except for Permitted Share Liens (as defined below). Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited under foregoing, but subject to the terms of this Agreement, as promptly as practicable after, but in no event later than two (2) Business Days after the date the Offer is commenced (notwithstanding or in the case of any statutory rightsshares of Company Common Stock directly or indirectly acquired subsequent to such second (2nd) Business Day, rights under no later than the earlier of (x) two (2) Business Days after such acquisition and (y) the expiration of the Offer), each Stockholder shall deliver or cause to be delivered to the depositary designated in the Offer pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) written instructions to such Stockholder’s broker, dealer, commercial bank, trust company or rights which other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Shareholder might otherwise havedepository for the Offer may reasonably request) except upon and (iii) all other documents or instruments required to be delivered by other stockholders of the termination Company pursuant to the terms of this the Offer. Each Stockholder undertakes and agrees that, once any of its Subject Shares are tendered, such tender is irrevocable and unconditional and such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer unless and until the Merger Agreement shall have been validly terminated in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of . (b) If the Offer Circularis terminated or withdrawn by Sub, irrevocably direct or the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited Merger Agreement is validly terminated prior to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited Acceptance Time in accordance with this Agreement. 4.2 For greater certaintyits terms, Sub shall promptly return and shall cause the depository for the purposes Offer to promptly return all tendered shares of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior Common Stock to the acquisition registered holders of the Deposited Shares by the Offeror under the Offersuch tendered shares of Company Common Stock. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit each Stockholder agrees to tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Existing Shares and other shares of Company Common Stock over which it acquires beneficial ownership after the Deposited Shares date hereof (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options, warrants or other rights to acquire Company Common Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), pursuant to and in accordance with the terms of the Offer, and thereafter . Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable, but in no event later than fifteen (15) Business Days, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding any statutory rightsand the Offer Documents being made publicly available on the SEC’s XXXXX database, rights under each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Shares immediately before complying with the Expiry Time terms of the Offer, (b) a certificate representing all such Company Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be deposited tendered, including a reference to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common sharesand requesting delivery of an “agent’s message” (or such other evidence, including all the common shares issued under outstanding Optionsif any, of transfer as the Company and shall include all shares or other securities into or for which the Company Shares Depositary Agent may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"reasonably request), and (iic) all other documents or instruments required to be delivered in order to effect the Board recommends that Shareholders approve or support valid tender of such Stockholder’s Shares pursuant to the Alternative Transaction, then the Shareholder agrees to support the completion terms of the Alternative Transaction in the same manner as Offer. Each Stockholder agrees that, once any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn such Shares from the Offer, including, if necessary, by voting the Deposited Shares unless and until this Agreement shall have been validly terminated in favour of a special resolution approving the Alternative Transactionaccordance with Article IV.

Agreement to Tender. 4.1 The Shareholder hereby covenants and agrees that if Subject to the Offeror makes the Offer in compliance with Article 2 and the Acquisition terms of this Agreement, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably deposit each Stockholder agrees to tender or cause to be irrevocably deposited with the depositary under the Offer tendered in acceptance of the Offer all of such Stockholder’s Existing Shares and other shares of Company Common Stock and Company Series B Preferred Stock over which it has acquired beneficial ownership after the Deposited Shares date hereof (including any shares of Company Common Stock and Company Series B Preferred Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options, warrants or other rights to acquire Company Common Stock or Company Series B Preferred Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), pursuant to and in accordance with the terms of the Offer, and thereafter . Without limiting the Shareholder shall not withdraw or take any action to withdraw any generality of the Deposited Shares deposited foregoing, as promptly as practicable, but in no event later than ten (10) Business Days, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (notwithstanding any statutory rightsand the Offer Documents being made publicly available on the SEC’s XXXXX database, rights under each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer or rights which the Shareholder might otherwise have(a) except upon the termination a letter of this Agreement in accordance transmittal with its terms. Subject respect to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue all of such Company Stockholder’s Shares immediately before complying with the Expiry Time terms of the Offer, (b) a certificate representing all such Company Shares that are certificated or, in the case of a book-entry share of any uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be deposited tendered, including a reference to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common sharesand requesting delivery of an “agent’s message” (or such other evidence, including all the common shares issued under outstanding Optionsif any, of transfer as the Company and shall include all shares or other securities into or for which the Company Shares Depositary Agent may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"reasonably request), and (iic) all other documents or instruments required to be delivered in order to effect the Board recommends that Shareholders approve or support valid tender of such Stockholder’s Shares pursuant to the Alternative Transaction, then the Shareholder agrees to support the completion terms of the Alternative Transaction in the same manner as Offer. Each Stockholder agrees that, once any of such Stockholder’s Shares are tendered, such Stockholder will not withdraw or will cause not to be withdrawn such Shares from the Offer, including, if necessary, by voting the Deposited Shares unless and until this Agreement shall have been validly terminated in favour of a special resolution approving the Alternative Transactionaccordance with Article IV.

Agreement to Tender. 4.1 The Subject to and in consideration of Bidder making the Offer at the Offer Price, Shareholder hereby covenants undertakes, subject to the provisions of Section 2.2 below, that: (a) being the beneficial and agrees that if registered holder of the Offeror makes Tendered Shares and having all power and authority to, and, until the Tendered Shares are transferred to Bidder, continuing to have all relevant power and authority to, accept the Offer in compliance with Article 2 and respect of the Acquisition AgreementTendered Shares, the Shareholder it shall, within 14 five (5) trading days of the mailing opening of the Offer Circular(ouverture de l’offre), irrevocably deposit or cause to be irrevocably deposited with tender all of the depositary under Tendered Shares into the Offer in acceptance consideration for Bidder Common Shares by giving irrevocable instructions to the institution holding its securities account to tender the Tendered Shares into the exchange branch of the Offer immediately, and shall complete, execute and deliver all other documents and take any other action which Bidder may reasonably require to complete the transfer of the Tendered Shares to Bidder (which tender into the exchange branch of the Offer shall be promptly confirmed in writing to Bidder); (b) to the extent it comes to hold Company Shares other than the Tendered Shares (“Additional Tendered Shares”) at any time between the date hereof and the closing date (date de clôture) of the Offer (including the closing date of the reopened Offer if applicable), [including (but not limited to) any Company Shares that Shareholder may come to hold over such period of time as a result of its exercising the Stock Options,]3 it shall, (i) within two (2) trading days of acquiring such Additional Tendered Shares, notify Bidder of such acquisition and (ii) within five (5) trading days of the opening of the Offer (if it holds such Company Shares prior to the opening of the Offer) or as soon as possible and in any event prior to the closing date of the Offer (if it comes to hold such Company Securities after the opening of the Offer), tender all of the Deposited Additional Tendered Shares into the Offer in accordance with consideration for Bidder Common Shares by giving irrevocable instructions to the terms institution holding its securities account to tender the Additional Tendered Shares into the exchange branch of the Offer, and thereafter the Shareholder shall not withdraw or complete, execute and deliver all other documents and take any other action which Bidder may reasonably require to withdraw any complete the transfer of the Deposited Additional Tendered Shares deposited under to Bidder (which tender into the exchange branch of the Offer shall be promptly confirmed in writing to Bidder); (c) to the extent it comes to hold Company XXXXXX (“Additional Tendered XXXXXX”) at any time between the date hereof and the closing date (date de clôture) of the Offer (notwithstanding including the closing date of the reopened Offer if applicable), it shall, (i) within two (2) trading days of acquiring such Additional Tendered XXXXXX, notify Bidder of such acquisition, and, (ii) within five (5) trading days of the later of (x) the opening of the Offer and (y) the acquisition of such Additional Tendered XXXXXX, but in any statutory rightsevent prior to the closing date of the Offer, rights under 3 Note to Form: Applicable to certain Shareholders only. tender all of the terms Additional Tendered XXXXXX into the Offer for Company XXXXXX in consideration for cash by giving irrevocable instructions to the institution holding its securities account to tender the Additional Tendered XXXXXX into the Offer for the Company XXXXXX immediately, and shall promptly complete, execute and deliver all other documents and take any other action which Bidder may reasonably require to complete the transfer of the Additional Tendered XXXXXX to Bidder (which tender into the Offer for the Company XXXXXX shall be promptly confirmed in writing to Bidder); (d) it shall not, prior to the closing or lapsing of the Offer or the withdrawal of the Offer (whichever is the earlier), cause or permit any Transfer (save to Bidder or any of its Affiliates), or in any way whatsoever discuss, negotiate or make any offer regarding any Transfer of any of the Tendered Shares or Additional Tendered Securities, or accept any offer in respect of, all or any of the Tendered Shares or Additional Tendered Securities or enter into any agreement or arrangement with any other person, whether conditionally or unconditionally, to do all or any of the acts referred to in this paragraph; (e) the Tendered Shares and, as the case may be, the Additional Tendered Securities shall be acquired pursuant to the Offer free from all Encumbrances and together with all rights which attached thereto including all rights to dividends or other distributions hereafter declared, paid or made; and without limiting the foregoing Shareholder might otherwise have) except upon shall not deposit, or permit the termination deposit of, any Tendered Shares or Additional Tendered Securities in a voting trust, grant any proxy or power of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, attorney in respect of Company Shares that are the Tendered Shares, or enter into any voting agreement or similar arrangement or commitment with respect to be issued upon the exercise of Options, the Shareholder shall, within 14 days any of the mailing Tendered Shares or Additional Tendered Securities; (f) it shall not (in its capacity as a shareholder of the Company or otherwise), prior to the closing or lapsing of the Offer Circular, irrevocably direct or the depositary under withdrawal of the Offer that(whichever is the earlier), upon the issue of such Company Shares immediately before the Expiry Time of the Offerwhether directly or indirectly, such Company Shares are to be deposited to the Offer and it is understood and agreed thatalone or in concert with any third party, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary take any step to frustrate, impede, prevent or desirable to proceed with a form of transaction other than delay the Offer (such as a plan of arrangement becoming successful, or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve solicit, encourage, enter into, continue, or support the Alternative Transaction, then the Shareholder agrees otherwise participate in any way whatsoever in any discussions or negotiations regarding a Takeover Proposal; and it shall immediately inform Bidder of any approach by a third party which may reasonably lead to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative TransactionTakeover Proposal.

Agreement to Tender. 4.1 The Shareholder hereby covenants and (a) In order to induce Bidder to commence the Offer, each of the Principal Stockholders agrees that if to tender in Chile (or, solely with respect to Shares represented by ADSs, to tender in the Offeror makes United States), or cause each record owner Controlled by such Principal Stockholder to tender in Chile (or, solely with respect to Shares represented by ADSs, to tender in the United States) in the Offer the PS Shares Beneficially Owned by such Principal Stockholder (i) constituting in compliance with Article 2 the aggregate no less than twenty-three and the Acquisition Agreement, the Shareholder shall, within 14 days four tenths percent (23.4%) of the mailing Shares on a Fully-Diluted basis, including one hundred percent (100%) of the Offer CircularShares Beneficially Owned by Stockholder Group III, irrevocably deposit or cause pursuant to be irrevocably deposited with the depositary under the Offer in acceptance of the Offer all of the Deposited Shares and in accordance with the terms of the Offer, and thereafter as soon as practicable but in no event later than five (5) Business Days prior to the Shareholder shall not withdraw or take any action to withdraw any of the Deposited Shares deposited under the Offer (notwithstanding any statutory rights, rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time scheduled expiration of the Offer, such Company and (ii) constituting in the aggregate ten percent (10%) of the Shares are to on a Fully-Diluted basis (the “Additional Tendered Shares” and together with all Shares tendered by the Principal Stockholders under clause (i) above, the “PS Tendered Shares”); provided that the tender of the Additional Tendered Shares shall be deposited effected in Chile in the following manner: (x) the Additional Tendered Shares shall be delivered to the stockbroker managing the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated in Chile (the “Local Broker”) as having been deposited soon as practicable but in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company no event later than five (5) Business Days prior to the acquisition scheduled expiration of the Deposited Offer; and (y) together with the delivery of the Additional Tendered Shares under (x) above, the Local Broker shall receive irrevocable instructions from the Principal Stockholders to tender, on the Principal Stockholders’ behalf (or on behalf of the record holder of PS Shares that is Controlled by such Principal Stockholder), immediately prior to the Offeror under expiration of Offer, the Offeramount of Additional Tendered Shares required to satisfy the Minimum Condition, on the understanding that in no event shall the Principal Stockholders be required to tender a total number of PS Tendered Shares constituting more than thirty-three and four tenths percent (33.4%) of the outstanding Shares on a Fully-Diluted basis. Any of the Additional Tendered Shares not actually tendered on the Expiration Date shall be promptly returned to the Principal Stockholders. For the avoidance of doubt, nothing herein shall affect the right of the Selling Stockholders to tender more Shares than they are required to tender pursuant to this Section 3.1. 4.3 If (ib) Each Principal Stockholder agrees not to withdraw nor permit to be withdrawn from the Offeror concludes Offer any of the PS Tendered Shares. (c) On and after the date of this Agreement that it is necessary or desirable Agreement, each Principal Stockholder agrees to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all use commercially reasonable efforts to assist the Company Shares on economic and other terms and conditions (includingits management so as to prevent, without limitationor cause not to occur, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction events set forth in the same manner as Revocation Conditions which may be in the OfferCompany’s control, includingincluding the events set forth in paragraphs 1, if necessary2, 4, 5, 6, 7 and 10 of Schedule A. Each Principal Stockholder shall take actions required or appropriate or reasonably requested by voting Bidder to prevent, or cause not to occur, any of the Deposited Shares events set forth in favour the Revocation Conditions which may be in its reasonable control, including the events set forth in paragraphs 1, 2, 4, 5, 6 and 10 of a special resolution approving the Alternative Transaction.Schedule A.

Agreement to Tender. 4.1 The Subject to and in consideration of Bidder making the Offer at the Offer Price, Shareholder hereby covenants undertakes, subject to the provisions of Section 2.3 below, that: (a) being the beneficial and agrees that if registered holder of the Offeror makes Tendered Shares and having all power and authority to, and, until the Tendered Shares are transferred to Bidder, continuing to have all relevant power and authority to, accept the Offer in compliance with Article 2 and respect of the Acquisition AgreementTendered Shares, the Shareholder it shall, within 14 five (5) trading days of the mailing opening of the Offer Circular(ouverture de l’offre), irrevocably deposit or cause to be irrevocably deposited with tender all of the depositary under Tendered Shares into the Offer by giving irrevocable instructions to the institution holding its securities account to tender the Tendered Shares into the Offer immediately, and shall complete, execute and deliver all other documents and take any other action which Bidder may reasonably require to complete the transfer of the Tendered Shares to Bidder (which tender into the Offer shall be promptly confirmed in acceptance writing to Bidder); (b) to the extent it comes to hold Additional Tendered Shares at any time between the date hereof and the closing date (date de clôture) of the Offer all (including the closing date of the Deposited Shares reopened Offer if applicable), it shall, within five (5) trading days of the later of (x) the opening of the Offer and (y) the acquisition of such Additional Tendered Shares, and in accordance with any event prior to the terms closing of the Offer, and thereafter the Shareholder shall not withdraw or take any action to withdraw any tender all of the Deposited Additional Tendered Shares deposited under into the Offer (notwithstanding any statutory rights, rights under by giving irrevocable instructions to the terms of institution holding its securities account to tender the Offer or rights which the Shareholder might otherwise have) except upon the termination of this Agreement in accordance with its terms. Subject to this Section 4.1, for greater certainty, in respect of Company Additional Tendered Shares that are to be issued upon the exercise of Options, the Shareholder shall, within 14 days of the mailing of the Offer Circular, irrevocably direct the depositary under the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of into the Offer, such Company and shall complete, execute and deliver all other documents and take any other action which Bidder may reasonably require to complete the transfer of the Additional Tendered Shares are to be deposited to Bidder (which tender into the Offer and it is understood and agreed that, upon such direction, such Company Shares will shall be treated as having been deposited promptly confirmed in accordance with this Agreement. 4.2 For greater certainty, for the purposes of this Agreement, the term "Company Shares" shall include all the common shares, including all the common shares issued under outstanding Options, of the Company and shall include all shares or other securities into or for which the Company Shares may be converted, exchanged or otherwise changed pursuant writing to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction"Bidder), and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the Offer, including, if necessary, by voting the Deposited Shares in favour of a special resolution approving the Alternative Transaction.;

Agreement to Tender. 4.1 The Shareholder hereby covenants (a) This Agreement when signed and agrees that if delivered by a Seller to Parent and the Offeror makes will constitute the agreement of that Seller, among other things, to irrevocably accept the Offer in compliance with Article 2 and validly to tender or cause to be tendered and to do or to cause to be done all acts and things (including exercising or converting, as applicable, all Rights held by such Seller) to tender the Acquisition Agreement, Subject Shares owned by that Seller under the Shareholder shall, within 14 days Offer on the terms and conditions set out herein. (b) Each of the mailing of the Offer Circular, Sellers shall: (i) irrevocably and unconditionally deposit or cause to be irrevocably deposited with the designated depositary under the Offer (the "DEPOSITARY") in acceptance of response to the Offer all of the Deposited Subject Shares (other than Subject Shares issuable upon the exercise or conversion of Rights, which shall be deposited as described below), free and clear of all Encumbrances (as defined herein), in accordance with the terms of the Offer (together with a duly executed letter of transmittal in respect of such Shares completed in accordance with the Offer) as soon as reasonably practicable but in any event not later than two business days following the date of mailing of the Bid Circular or in the case of the deposit of Holdco Shares as contemplated by the Support Agreement, no later than 5:00 p.m. (Toronto time) on the seventh business day prior to the Expiry Time (in which case the Seller shall enter into a Holdco Agreement as provided in the Support Agreement); and (ii) irrevocably and unconditionally deposit or cause to be deposited any Shares issuable upon exercise or conversion of all Rights it holds, free and clear of all Encumbrances, by providing the Depositary or another entity designated by the Offeror (which may be the Company's transfer agent) as soon as reasonably practicable, but in any event not later than two business days following the date of mailing of the Bid Circular, with a completed notice of guaranteed delivery in form acceptable to the Offeror accepting the Offer and providing for the tendering of the Subject Shares issuable upon the exercise of Rights to the Offer, together with an irrevocable direction to exercise all such Rights and to remit a portion of the payment therefor equal to the aggregate exercise price of the Rights to the Company and to deliver the Subject Shares issuable upon the exercise or conversion thereof to the Offer (together with a duly executed letter of transmittal completed in accordance with the Offer or such other documentation that the Offeror may reasonably require in respect of such Shares, including documentation evidencing ownership of such Rights), such exercise to be effective upon receipt by the Depositary or such other designee of notice from the Offeror that it is taking up Shares tendered to the Offer, and thereafter thereafter, none of the Shareholder Sellers shall not withdraw or take any action permit its Subject Shares (including Rights exercisable for or convertible into Subject Shares) to withdraw any of the Deposited Shares deposited under be withdrawn from the Offer (notwithstanding any statutory or other legal or equitable rights), rights under the terms of the Offer or rights which the Shareholder might otherwise have) except upon the termination of unless this Agreement is terminated in accordance with its terms. The Offeror will take up and pay for the Subject to this Section 4.1, for greater certainty, Shares deposited under the Offer by a Seller in respect of Company Shares that are to be issued upon accordance with the exercise of Options, the Shareholder shall, within 14 days of the mailing terms of the Offer Circular, irrevocably direct within the depositary under periods required by applicable Securities Laws and upon the conditions of the Offer that, upon the issue of such Company Shares immediately before the Expiry Time of the Offer, such Company Shares are to be deposited to the Offer and it is understood and agreed that, upon such direction, such Company Shares will be treated as having been deposited in accordance with this Agreementsatisfied or waived by the Offeror. 4.2 (c) For greater certainty, for the purposes of this Agreement, the term "Company SharesSUBJECT SHARES" shall include all refer to Shares which each Seller is required to tender under the common shares, including all the common shares issued under outstanding Options, of the Company Offer and shall include all shares or other securities into or for which the Company Subject Shares may be converted, exchanged or otherwise changed pursuant to any reorganization, merger, amalgamation or other transaction involving the Company prior to the acquisition of the Deposited Subject Shares by the Offeror under the Offer. 4.3 If (i) the Offeror concludes Offeror, and shall also include any and all distributions of cash, securities or other property made with respect to such Shares on or after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (such as a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Company Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are equivalent to or better than those contemplated by this Agreement and the Acquisition Agreement (any such transaction is referred to as an "Alternative Transaction")hereof, and (ii) the Board recommends that Shareholders approve or support the Alternative Transaction, then the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as event that the Offer, including, if necessary, by voting the Deposited Seller elects to tender Holdco Shares in favour of a special resolution approving accordance with the Alternative TransactionSupport Agreement, the term "Subject Shares" shall include Holdco Shares.