Common use of Certain Covenants of the Shareholder Clause in Contracts

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except in accordance with the terms of this Agreement: (a) not, directly or indirectly through any of its Representatives, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing; provided, however, that nothing contained in this Section 3.1 or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company or a senior officer of the Company, from engaging in discussions or negotiations with or furnishing information to, in the Shareholder's capacity as a director or senior officer of the Company, any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information; (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer or request or discussions or negotiations within the Shareholder's possession; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitable), to or with any person or group or agree to do any of the foregoing; (e) not grant or agree to grant any proxy, power of attorney or other right to vote the Deposited Shares, or enter into any voting, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders or give consents or approval of any kind with respect to any of the Deposited Shares; (f) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the Offeror, or vote or cause to be voted any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; and (g) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement. 3.2 The Shareholder hereby covenants to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition Agreement.

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except in accordance with the terms of this Agreement: (a) Subject to Section 7 hereof, prior to the Termination Date, the Shareholder shall not, and shall cause its Affiliates and Subsidiaries not to, and shall not authorize its Representatives to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly through any of its Representativesindirectly, (i) solicit, assist, initiate, knowingly encourage or knowingly facilitate (including by way means of discussion, negotiation, furnishing or disclosing information, permitting subject to the exception set forth in clause (ii) below), discuss or negotiate, directly or indirectly, any visit to any facilities inquiry, proposal or properties of the Company offer (written or the Company Subsidiaryoral) that constitutes, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to result in or lead to, any to a Company Acquisition Proposal, ; (ii) engage furnish or participate in disclose any discussions or negotiations regarding, or provide any non-public information with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, (iv) provide any information relating to about the Company to any person Person that would reasonably be expected to lead to a Company Acquisition Proposal (except that the Shareholder shall be permitted to disclose non-public information about the Company to its limited partners, members, or group in connection shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided the Shareholder takes reasonable efforts to cause such Persons to comply with this Section 6(a)); (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal, ; or (viv) otherwise co-operate knowingly cooperate in any way with with, or knowingly assist or participate in, or knowingly facilitate or encourage any effort or attempt by any other person or group Person to do or seek to do any of the foregoing; provided. If the Shareholder or any of its Affiliates receives any inquiry or proposal regarding a Company Acquisition Proposal, howeverthen the Shareholder shall: (A) notify the Company promptly (and in any event within twenty-four (24) hours) following receipt by the Shareholder of any Company Acquisition Proposal, that nothing contained and describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications or other material developments with respect to such Company Acquisition Proposal or information. The Shareholder also agrees that, immediately following the execution of this Agreement, the Shareholder shall, and shall cause its Affiliates and Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Company Acquisition Proposal. Notwithstanding anything in this Section 3.1 Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of the Company or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company (or a senior officer any committee thereof), any Subsidiary of the Company, from engaging or any officers, directors (in discussions or negotiations with or furnishing information to, in the Shareholder's their capacity as a director or senior officer such), other shareholders of the Company, employees and professional advisors of any person in response of the foregoing (the “Company Related Parties”), including with respect to an unsolicited bona fide Acquisition Proposal made in writing any of the matters contemplated by this Section 6(a), (ii) the Shareholder makes no representations or warranties with respect to the board actions of directors any of the Company Related Parties and (iii) any breach by such person the Company of its obligations under Section 7.10 (which Acquisition Proposal did No Solicitation) of the Business Combination Agreement shall not result from be considered a breach of this Agreement Section 6(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by the Shareholder or the Acquisition Agreementits, his or her Representatives (other than any such Representative that is a Company Related Party) in circumstances where the Company is permitted by of this Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information;6(a)). (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating The Shareholder hereby agrees not to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then prior to the Termination Date, except in writing and shall include a description connection with the consummation of the material terms and conditions together with a copy of all documentation relating to any such proposalTransactions, inquiry, offer or request or discussions or negotiations within the Shareholder's possession; (di) not option, sell, transfer, pledge, encumber, grant a security interest inassign, hypothecate hedge, swap, convert or otherwise convey dispose of (including by merger (including by conversion into securities or enter other consideration), by tendering into any forward saletender or exchange offer, repurchase agreement by testamentary disposition, by operation of Law or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitableotherwise), to either voluntarily or with any person or group or agree to do any of the foregoing; involuntarily (e) not grant or agree to grant any proxycollectively, power of attorney or other right to vote the Deposited Shares“Transfer”), or enter into any voting, voting trust, vote pooling Contract or other agreement option with respect to the right to vote, call meetings of securityholders or give consents or approval Transfer of any kind of the Shareholder’s Covered Shares, or (ii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate, equityholder or Permitted Transferee (as defined in the Company’s Articles of Association in effect on the eve of signing the Business Combination Agreement) of the Shareholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 6(b) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(b) with respect to any of the Deposited Shares; (f) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the Offeror, or vote or cause to Shareholder’s Covered Shares shall be voted any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement null and this Agreement; and (g) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreementvoid. 3.2 The Shareholder hereby covenants to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition Agreement.

Certain Covenants of the Shareholder. 3.1 2.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, 6 and (ii) the Expiry Effective Time, except in accordance with the terms of this Agreement: (a) notnot option for sale, directly or indirectly through any of its Representatives, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing; provided, however, that nothing contained in this Section 3.1 or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company or a senior officer of the Company, from engaging in discussions or negotiations with or furnishing information to, in the Shareholder's capacity as a director or senior officer of the Company, any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information; (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer or request or discussions or negotiations within the Shareholder's possession; (d) not optionoffer, sell, assign, transfer, exchange, dispose of, pledge, encumber, grant a security interest in, hypothecate or otherwise convey convey, or enter into any forward sale, repurchase agreement or other monetization transaction with respect to to, any of the Deposited Subject Shares, or any right or interest therein (legal or equitable), to or with any person or group Person or agree to do any of the foregoing, other than pursuant to the Arrangement Agreement; (eb) except to the extent contemplated by this Agreement, not grant or agree to grant any proxy, power of attorney or other right to vote the Deposited Subject Shares, or enter into any votingvoting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders Company Shareholders or give consents or approval of any kind with respect to any of the Deposited Shares;Subject Shares or agree to do any of the foregoing; and (fc) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the Offeror, or vote or cause to be voted any of the Deposited Subject Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely expected to reduce prevent or materially delay the success of, or delay or interfere with successful completion of the completion of, the Offer Transaction or the other transactions contemplated by the Acquisition Arrangement Agreement. 2.2 If the Shareholder acquires any additional Company Common Shares following the date hereof (including through the exercise of any Company Equity Awards), the Shareholder acknowledges that such additional Company Common Shares shall be deemed to be Subject Shares for purposes of this Agreement and the Shareholder shall abide by the terms of this Agreement in respect of such Company Common Shares. 2.3 Notwithstanding any other provision of this Agreement, Parent hereby agrees and acknowledges that: (a) the Shareholder is bound hereunder solely in its capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in its capacity as a director or officer of the Company (if the Shareholder holds such office). Without limiting the foregoing, Parent acknowledges and agrees that the Shareholder may take any action in its capacity as director or officer of the Company, and that any such action shall not be a violation of this Agreement; and (gb) not do indirectly that which it may not do directly by nothing in this Agreement shall prevent the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success ofShareholder from serving as, or delay or interfere with the completion offulfilling its fiduciary duties as, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement. 3.2 The Shareholder hereby covenants to exercise or surrender any Options held by the Shareholder prior to or as a director of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition AgreementCompany.

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except Except in accordance with the terms of this Agreement, the Shareholder hereby covenants and agrees as follows: (a) Subject to Section 7 hereof, prior to the Termination Date, the Shareholder shall not, and shall cause its Affiliates and Subsidiaries not to, shall not authorize its Representatives to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly through any of its Representativesindirectly, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way means of discussionfurnishing or disclosing information), negotiationknowingly facilitate, furnishing informationapprove, permitting endorse, recommend, discuss or negotiate, directly or indirectly, any visit inquiry, proposal or offer (written or oral) that constitutes, or may reasonably be expected to result in or lead to, a Company Acquisition Proposal (in each case, other than the Transactions, a “Company Business Combination Proposal”); (ii) furnish or disclose any non-public information about the Company to any facilities or properties of the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regardingPerson in connection with, or that may could reasonably be expected to lead to, any Acquisition Proposala Company Business Combination Proposal (except that the Shareholder shall be permitted to disclose non-public information about the Company to its limited partners, (ii) engage or participate in any discussions or negotiations regardingmembers, or provide any information shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided the Shareholder takes reasonable efforts to cause such Persons to comply with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, this Section 6(a)); (iii) accept enter into any Contract or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, other arrangement or undertaking related to any Acquisition understanding regarding a Company Business Combination Proposal, ; or (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate cooperate in any way with with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any other person or group Person to do or seek to do any of the foregoing. The Shareholder shall (A) notify the Company promptly (and in any event within one (1) Business Day) upon receipt by the Shareholder of any Company Business Combination Proposal, and describe the material terms and conditions of any such Company Business Combination Proposal in reasonable detail (including the identity of the Persons making such Company Business Combination Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications or other material developments with respect to such Company Business Combination Proposal or information. The Shareholder also agrees that, immediately following the execution of this Agreement, the Shareholder shall, and shall cause its Affiliates and Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Company Business Combination Proposal. Notwithstanding anything in this Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 6(a), (ii) the Shareholder makes no representations or warranties with respect to the actions of any of the Company Related Parties and (iii) any breach by the Company of its obligations under Section 5.6 (Exclusive Dealing) of the Business Combination Agreement shall not be considered a breach of this Section 6(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by the Shareholder or its, his or her Representatives (other than any such Representative that is a Company Related Party) of this Section 6(a)). (b) The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Merger, (i) sell, transfer, tender, grant, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by gift, by testamentary disposition, by operation of applicable Law, by encumbering or by using a derivative to transfer or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including profit sharing arrangement) with respect to the Transfer of any of the Shareholder’s Covered Shares; (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of any Covered Shares), or enter into any other agreement, with respect to any Covered Shares (in each case, other than the Proxy granted to the Company in accordance with this Agreement); (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii); or (iv) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing, disabling or delaying the Shareholder from performing its obligations under this Agreement; provided, however, that nothing contained herein shall prohibit a Transfer to a Permitted Transferee (as defined in the Company’s Amended and Restated Articles of Association adopted on 15th June 2020, as may be amended prior to the Effective Time) (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 6(b) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(b) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Section 3.1 Agreement shall prohibit direct or indirect transfers of equity or other provisions interests in a Shareholder. (c) The Shareholder hereby authorizes the Company to maintain a copy of this Agreement shall prevent at either the Shareholder, if a member executive office or the registered office of the board Company. (d) The Shareholder hereby acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Shareholder shall be bound by and comply with Section 5.3 (Confidentiality and Access to Information) and Section 5.4 (Public Announcement) of directors the Business Combination Agreement (and any relevant definitions contained in such sections) as if the Shareholder was an original signatory to the Business Combination Agreement with respect to such provisions. (e) The Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any of SPAC, the Company or a senior officer any of their respective successors or directors, challenging the Companyvalidity of, from engaging in discussions or negotiations with or furnishing information to, in seeking to enjoin the Shareholder's capacity as a director or senior officer of the Companyoperation of, any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach provision of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information; (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative alleging a breach of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror fiduciary duty of any proposalPerson in connection with the evaluation, inquiry, offer negotiation or request relating to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which entry into the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer or request or discussions or negotiations within the Shareholder's possession; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitable), to or with any person or group or agree to do any of the foregoing; (e) not grant or agree to grant any proxy, power of attorney or other right to vote the Deposited Shares, or enter into any voting, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders or give consents or approval of any kind with respect to any of the Deposited Shares;Business Combination Agreement. (f) not requisition or join in any requisition of any meeting of securityholders The Shareholder hereby consents to the termination of, at the Closing, each Company Investor Agreement set forth on Section 5.20 of the Company Disclosure Schedule (excluding the Transaction Support Agreements), without any continuing liability on the prior written consent part of the OfferorShareholder, SPAC, any Group Company or vote or cause to Merger Sub; provided that, for the avoidance of doubt, the Shareholder acknowledges and agrees that the Investor Rights Agreement shall be voted any amended and restated in the form of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; and (g) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Registration Rights Agreement. 3.2 The Shareholder hereby covenants to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition Agreement.

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except Except in accordance with the terms of this Agreement, the Shareholder hereby covenants and agrees as follows: (a) Subject to Section 7 hereof, prior to the Termination Date, the Shareholder shall not, and shall cause its Affiliates and Subsidiaries not to, shall not authorize its Representatives to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly through any of its Representativesindirectly, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way means of discussionfurnishing or disclosing information), negotiationknowingly facilitate, furnishing informationapprove, permitting endorse, recommend, discuss or negotiate, directly or indirectly, any visit inquiry, proposal or offer (written or oral) that constitutes, or may reasonably be expected to result in or lead to, a Company Business Combination (in each case, other than the Transactions, a “Company Business Combination Proposal”); (ii) furnish or disclose any non-public information about the Company to any facilities or properties of the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regardingPerson in connection with, or that may could reasonably be expected to lead to, any Acquisition Proposala Company Business Combination Proposal (except that the Shareholder shall be permitted to disclose non-public information about the Company to its limited partners, (ii) engage or participate in any discussions or negotiations regardingmembers, or provide any information shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided the Shareholder takes reasonable efforts to cause such Persons to comply with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, this Section 6(a)); (iii) accept enter into any Contract or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, other arrangement or undertaking related to any Acquisition understanding regarding a Company Business Combination Proposal, ; or (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate cooperate in any way with with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any other person or group Person to do or seek to do any of the foregoing; provided. The Shareholder shall (A) notify ION promptly (and in any event within one Business Day) upon receipt by the Shareholder of any Company Business Combination Proposal, howeverand describe the material terms and conditions of any such Company Business Combination Proposal in reasonable detail (including the identity of the Persons making such Company Business Combination Proposal) and (B) keep ION reasonably informed on a current basis of any modifications or other material developments with respect to such Company Business Combination Proposal or information. The Shareholder also agrees that, that nothing contained immediately following the execution of this Agreement, the Shareholder shall, and shall cause its Affiliates and Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Company Business Combination Proposal. Notwithstanding anything in this Section 3.1 Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of the Company or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company (or a senior officer any committee thereof), any Subsidiary of the Company, from engaging or any officers, directors (in discussions or negotiations with or furnishing information to, in the Shareholder's their capacity as a director or senior officer such), employees and professional advisors of any of the Companyforegoing (the “Company Related Parties”), including with respect to any person in response to an unsolicited bona fide Acquisition Proposal made in writing of the matters contemplated by this Section 6(a), (ii) the Shareholder makes no representations or warranties with respect to the board actions of directors any of the Company Related Parties and (iii) any breach by such person (which Acquisition Proposal did the Company of its obligations under Section 6.09 of the Merger Agreement shall not result from be considered a breach of this Agreement Section 6(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by the Shareholder or the Acquisition Agreementits, his or her Representatives (other than any such Representative that is a Company Related Party) in circumstances where the Company is permitted by of this Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information;6(a)). (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating The Shareholder hereby agrees not to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then prior to the Termination Date, except in writing and shall include a description connection with the consummation of the material terms and conditions together with a copy of all documentation relating Merger, (i) other than pursuant to any such proposal, inquiry, offer or request or discussions or negotiations within Secondary Share Purchase Agreement to which the Shareholder's possession; (d) not optionShareholder may be a party, sell, transfer, pledge, encumber, grant a security interest inassign, hypothecate hedge, swap, convert or otherwise convey dispose of (including by merger (including by conversion into securities or enter other consideration), by tendering into any forward saletender or exchange offer, repurchase agreement by testamentary disposition, by operation of Applicable Legal Requirements or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitableotherwise), to either voluntarily or with any person or group or agree to do any of the foregoing; involuntarily (e) not grant or agree to grant any proxycollectively, power of attorney or other right to vote the Deposited Shares“Transfer”), or enter into any voting, voting trust, vote pooling Contract or other agreement option with respect to the right to vote, call meetings of securityholders or give consents or approval Transfer of any kind of the Shareholder’s Covered Shares; (ii) publicly announce any intention to effect any transaction specified in clause (i), or (iii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Shareholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to ION, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 6(b) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(b) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (c) The Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company. (d) The Shareholder hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Shareholder shall be bound by and comply with Section 6.05 (Confidentiality; Access to Information) of the Merger Agreement (and any relevant definitions contained in such section) as if the Shareholder was an original signatory to the Merger Agreement with respect to such provision. (e) The Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any of the Deposited Shares; (f) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the OfferorION, or vote or cause to be voted any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders any of their respective successors or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce directors, challenging the success validity of, or delay seeking to enjoin the operation of, any provision of this Agreement or interfere alleging a breach of any fiduciary duty of any Person in connection with the completion ofevaluation, negotiation or entry into the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; and (g) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Merger Agreement. 3.2 The Shareholder hereby covenants to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition Agreement.

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except Except in accordance with the terms of this Agreement, the Shareholder hereby covenants and agrees as follows: (a) Subject to Section 7 hereof, prior to the Termination Date, the Shareholder shall not, and shall cause its Affiliates and Subsidiaries not to, shall not authorize its Representatives to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly through any of its Representativesindirectly, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way means of discussionfurnishing or disclosing information), negotiationknowingly facilitate, furnishing informationapprove, permitting endorse, recommend, discuss or negotiate, directly or indirectly, any visit inquiry, proposal or offer (written or oral) that constitutes, or may reasonably be expected to result in or lead to, a Company Business Combination (in each case, other than the Transactions, a “Company Business Combination Proposal”); (ii) furnish or disclose any non-public information about the Company to any facilities or properties of the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regardingPerson in connection with, or that may could reasonably be expected to lead to, any Acquisition Proposala Company Business Combination Proposal (except that the Shareholder shall be permitted to disclose non-public information about the Company to its limited partners, (ii) engage or participate in any discussions or negotiations regardingmembers, or provide any information shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided the Shareholder takes reasonable efforts to cause such Persons to comply with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, this Section ‎6(a)); (iii) accept enter into any Contract or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, other arrangement or undertaking related to any Acquisition understanding regarding a Company Business Combination Proposal, ; or (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate cooperate in any way with with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any other person or group Person to do or seek to do any of the foregoing; provided. The Shareholder shall (A) notify ION promptly (and in any event within one Business Day) upon receipt by the Shareholder of any Company Business Combination Proposal, howeverand describe the material terms and conditions of any such Company Business Combination Proposal in reasonable detail (including the identity of the Persons making such Company Business Combination Proposal) and (B) keep ION reasonably informed on a current basis of any modifications or other material developments with respect to such Company Business Combination Proposal or information. The Shareholder also agrees that, that nothing contained immediately following the execution of this Agreement, the Shareholder shall, and shall cause its Affiliates and Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Company Business Combination Proposal. Notwithstanding anything in this Section 3.1 Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of the Company or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company (or a senior officer any committee thereof), any Subsidiary of the Company, from engaging or any officers, directors (in discussions or negotiations with or furnishing information to, in the Shareholder's their capacity as a director or senior officer such), employees and professional advisors of any of the Companyforegoing (the “Company Related Parties”), including with respect to any person in response to an unsolicited bona fide Acquisition Proposal made in writing of the matters contemplated by this Section ‎6(a), (ii) the Shareholder makes no representations or warranties with respect to the board actions of directors any of the Company Related Parties and (iii) any breach by such person (which Acquisition Proposal did the Company of its obligations under Section 6.09 of the Merger Agreement shall not result from be considered a breach of this Agreement Section ‎6(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by the Shareholder or the Acquisition Agreementits, his or her Representatives (other than any such Representative that is a Company Related Party) in circumstances where the Company is permitted by of this Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information;‎6(a)). (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating The Shareholder hereby agrees not to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then prior to the Termination Date, except in writing and shall include a description connection with the consummation of the material terms and conditions together with a copy of all documentation relating Merger, (i) other than pursuant to any such proposal, inquiry, offer or request or discussions or negotiations within Secondary Share Purchase Agreement to which the Shareholder's possession; (d) not optionShareholder may be a party, sell, transfer, pledge, encumber, grant a security interest inassign, hypothecate hedge, swap, convert or otherwise convey dispose of (including by merger (including by conversion into securities or enter other consideration), by tendering into any forward saletender or exchange offer, repurchase agreement by testamentary disposition, by operation of Applicable Legal Requirements or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitableotherwise), to either voluntarily or with any person or group or agree to do any of the foregoing; involuntarily (e) not grant or agree to grant any proxycollectively, power of attorney or other right to vote the Deposited Shares“Transfer”), or enter into any voting, voting trust, vote pooling Contract or other agreement option with respect to the right to vote, call meetings of securityholders or give consents or approval Transfer of any kind of the Shareholder’s Covered Shares; (ii) publicly announce any intention to effect any transaction specified in clause (i), or (iii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Shareholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to ION, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section ‎6(b) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section ‎6(b) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (c) The Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company. (d) The Shareholder hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Shareholder shall be bound by and comply with Section 6.05 (Confidentiality; Access to Information) of the Merger Agreement (and any relevant definitions contained in such section) as if the Shareholder was an original signatory to the Merger Agreement with respect to such provision. (e) The Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any of the Deposited Shares; (f) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the OfferorION, or vote or cause to be voted any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders any of their respective successors or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce directors, challenging the success validity of, or delay seeking to enjoin the operation of, any provision of this Agreement or interfere alleging a breach of any fiduciary duty of any Person in connection with the completion ofevaluation, negotiation or entry into the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; and (g) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Merger Agreement. 3.2 The Shareholder hereby covenants to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition Agreement.

Certain Covenants of the Shareholder. 3.1 2.1 The Shareholder hereby covenants and irrevocably agrees to and for the benefit of the Purchaser that it the Shareholder shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except in accordance with its terms (the terms of this Agreement:“Expiry Time”): (a) notnot sell, transfer, gift, assign, convey, tender, hedge, pledge, hypothecate, create or suffer to exist any Liens, option or otherwise dispose of any right or interest in any of the Subject Securities or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than pursuant to the Arrangement or to one or more corporations directly or indirectly through any of its Representatives, (i) solicit, assist, initiate, knowingly encourage wholly-owned by the Shareholder without affecting beneficial ownership or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities control or properties of direction over the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing; provided, however, that nothing contained in this Section 3.1 or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company or a senior officer of the Company, from engaging in discussions or negotiations with or furnishing information to, in the Shareholder's capacity as a director or senior officer of the Company, any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such informationSubject Securities; (b) immediately cease and cause to be terminated all existing solicitationother than as set forth herein, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer or request or discussions or negotiations within the Shareholder's possession; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitable), to or with any person or group or agree to do any of the foregoing; (e) not grant or agree to grant any proxy, power of attorney or other right to vote the Deposited SharesSubject Securities, or enter into any votingvoting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders shareholders or give consents or approval of any kind with respect to any of the Deposited SharesSubject Securities; (fc) not requisition or join in any the requisition of any meeting of any of the securityholders of the Company without for the prior written consent purpose of the Offeror, or vote or cause to be voted considering any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; andresolution; (gd) subject to Section 7.1 hereof, not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or Arrangement and the other transactions contemplated by the Acquisition Arrangement Agreement and this Agreement; (e) not do indirectly that which the Shareholder may not do directly by the terms of this Section 2.1, including through any Person directly or indirectly owned, controlled or directed by the Shareholder; or (f) not take any action, or allow any other Person to take any action, that would cause any of the representations and warranties of the Shareholder in Section 4.1 to become untrue or incorrect. 3.2 2.2 The Shareholder hereby covenants covenants, undertakes and agrees from time to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of time, until the Expiry Time, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities: (a) at any meeting of any of the securityholders of the Company at which the Shareholder or any beneficial owner of Subject Securities is entitled to vote, including the Company Meeting; and (b) in any action by written consent of the securityholders of the Company, in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement). In connection with the foregoing, subject to this Section 2.2, the Shareholder hereby agrees to deposit (or cause to be deposited) a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities as soon as reasonably practicable following the mailing of the Company Circular and in any event at least 10 Business Days prior to the Company Meeting and as far in advance as reasonably practicable of every adjournment or postponement thereof, voting all the Subject Securities in favour of the Arrangement Resolution and any resolutions approving, consenting to, ratifying or adopting the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement). The Shareholder hereby agrees that it will not take, nor permit any of its affiliates or any Person on its behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement without the prior written approval of the Purchaser, notwithstanding any statutory or other rights or otherwise which the Shareholder or such other Person might have, unless this Agreement has at such time been previously terminated in accordance with Article 6. If requested by the terms Purchaser, the Shareholder will provide copies of each such proxy or voting instruction form referred to above to the Purchaser at the address below concurrently with its delivery as provided for above. 2.3 The Shareholder hereby revokes and will take all steps necessary to effect the revocation of any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement and the Shareholder agrees from time to time, until the Expiry Time, not to, directly or indirectly, grant or deliver any other proxy, power of attorney or voting instruction form with respect to the matters set forth in this Agreement except as expressly required or permitted by this Agreement. 2.4 The Shareholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time, subject to Section 7.1 hereof to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) the Subject Securtities against any proposed action by the Company, any securityholder of the Company, any of the Company’s Subsidiaries or any other Person: (i) in respect of any merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving the Company or any Subsidiary of the Company, other than the Arrangement; (ii) which would reasonably be regarded as being directed towards or likely to prevent, delay or reduce the likelihood of the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of the Company or any of its subsidiaries or their respective corporate structures or capitalization; or (iii) any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of the Company under the Arrangement Agreement if such breach requires securityholder approval. 2.5 Until the Expiry Time, the Shareholder, subject to Section 7.1 hereof, will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (a) solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser in connection with the Arrangement; (b) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser in connection with the Arrangement; (c) act jointly or in concert with another Person for the purpose of opposing or competing with the Purchaser in connection with the Arrangement; (d) solicit, initiate, encourage or otherwise knowingly facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (e) participate in any discussions or negotiations with any Person (other than the Purchaser or any of its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (f) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal; or (g) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. 2.6 The Shareholder will not, and the Shareholder will ensure that none of its affiliates will, (i) exercise any dissent rights in respect of the Arrangement; or (ii) subject to Section 7.1 hereof, take any other action of any kind that would reasonably be regarded as likely to adversely affect, reduce the success of, materially delay or interfere with the completion of the Arrangement or the transactions contemplated by the Arrangement Agreement. 2.7 At the request of the Purchaser or the Company, the Shareholder will, and will cause its applicable affiliates to, use all commercially reasonable efforts in its capacity, and their capacities, as a securityholder to assist the Company and the Purchaser to successfully complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement, including without limitation cooperating with the Purchaser and the Company to make all requisite regulatory filings, provided that the Shareholder shall not be obligated to incur any expense in providing such cooperation, including by participating in any claim, action, suit, proceeding or investigation whether civil, criminal, administrative, or investigative (each a “Proceeding”), unless the Purchaser advances such expenses to the Shareholder. 2.8 The Shareholder will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim or proceeding that (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement and/or (ii) alleges that the execution and delivery of this Agreement and the irrevocable proxy granted pursuant to this Agreement breaches any fiduciary duty of the Board of Directors of the Company or any member thereof. 2.9 The Shareholder hereby consents to: (a) details of this Agreement being set out in any press release, information circular, including the Company Circular, and court documents produced by the Company, the Purchaser or any of their respective affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement; and (b) if required by Law, this Agreement being made publicly available, including by filing on SEDAR or XXXXX operated by the Securities Authorities. 2.10 Except as required by Law or applicable stock exchange requirements, the Shareholder will not, and will ensure that its affiliates do not, make any public announcement or statements with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement without the prior written approval of the Purchaser.

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except in accordance with the terms of this Agreement: (a) not, directly or indirectly through any of its Representatives, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing; provided, however, that nothing contained in this Section 3.1 or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company or a senior officer of the Company, from engaging in discussions or negotiations with or furnishing information to, in the Shareholder's ’s capacity as a director or senior officer of the Company, any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information; (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer or request or discussions or negotiations within the Shareholder's ’s possession; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitable), to or with any person or group or agree to do any of the foregoing; (e) not grant or agree to grant any proxy, power of attorney or other right to vote the Deposited Shares, or enter into any voting, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders or give consents or approval of any kind with respect to any of the Deposited Shares; (f) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the Offeror, or vote or cause to be voted any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; and (g) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement. 3.2 The Shareholder hereby covenants to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition Agreement.

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, 7 and (ii) the Expiry Time, except in accordance with the terms of this Agreement: (a) not, directly or indirectly through any of its Representatives, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company or the any Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing; provided, however, that nothing contained in this Section 3.1 section or other provisions of this Agreement shall prevent the Shareholder, if a Shareholder who is a member of the board of directors of the Company or is a senior officer of the Company, Company from engaging in discussions or negotiations with or furnishing information toengaging, in the such Shareholder's ’s capacity as a director or senior officer of the Company, in discussions or negotiations with or furnishing information to any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach of this Agreement, the Acquisition Agreement or the Acquisition AgreementLetter of Intent) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish negotiations. For certainty, any such informationexercise of fiduciary duties by a Shareholder shall not in any way diminish such Shareholder’s obligations in his capacity as a Shareholder under this Agreement; (b) not acquire direct or indirect beneficial ownership of or control or direction over any additional Shares, with the exception of any common shares of the Company acquired pursuant to the exercise by the Shareholder of its Options; (c) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (cd) promptly (and in any event within 24 hours following receipt or knowledge) immediately notify the Offeror of any proposal, inquiry, offer or request relating to, or of for discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer Acquisition Proposal or request or discussions or negotiations inquiry in respect of an Acquisition Proposal within the Shareholder's ’s possession; (de) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitable), to or with any person or group or agree to do any of the foregoing; (ef) not grant or agree to grant any proxy, power of attorney or other right to vote the Deposited Shares, or enter into any votingvoting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders or give consents or approval of any kind with respect to any of the Deposited Shares; (fg) not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer and the other transactions contemplated by the Acquisition Agreement and this Agreement; (h) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the Offeror, or vote or cause to be voted any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, prevent or delay or interfere with the successful completion of, of the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; and (gi) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or and the other transactions contemplated by the Acquisition Agreement and this Agreement. 3.2 The Shareholder hereby covenants to exercise or surrender (including a surrender of Options that is conditional upon completion of the Offer or on a “cashless” basis) any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of immediately prior to the Expiry Time, in accordance with the terms of the Acquisition Agreement.

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except Except in accordance with the terms of this Agreement, the Shareholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, the Shareholder shall not, and shall cause its Affiliates and Subsidiaries not to, shall not authorize its Representatives to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly through any of its Representativesindirectly, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way means of discussionfurnishing or disclosing information), negotiationknowingly facilitate, furnishing informationapprove, permitting endorse, recommend, discuss or negotiate, directly or indirectly, any visit inquiry, proposal or offer (written or oral) that constitutes, or may reasonably be expected to result in or lead to, a Company Acquisition Proposal (in each case, other than the Transactions, a “Company Business Combination Proposal”); (ii) furnish or disclose any non-public information about the Company to any facilities or properties of the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regardingPerson in connection with, or that may could reasonably be expected to lead to, any Acquisition Proposala Company Business Combination Proposal (except that the Shareholder shall be permitted to disclose non-public information about the Company to its limited partners, (ii) engage or participate in any discussions or negotiations regardingmembers, or provide any information shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided the Shareholder takes reasonable efforts to cause such Persons to comply with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, this Section ‎‎5(a)); (iii) accept enter into any Contract or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, other arrangement or undertaking related to any Acquisition understanding regarding a Company Business Combination Proposal, ; or (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate cooperate in any way with with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any other person or group Person to do or seek to do any of the foregoing. The Shareholder shall (A) notify the Company and the SPAC promptly (and in any event within one Business Day) upon receipt by the Shareholder of any Company Business Combination Proposal, and describe the material terms and conditions of any such Company Business Combination Proposal in reasonable detail (including the identity of the Persons making such Company Business Combination Proposal) and (B) keep the Company and the SPAC reasonably informed on a current basis of any modifications or other material developments with respect to such Company Business Combination Proposal or information. The Shareholder also agrees that, immediately following the execution of this Agreement, the Shareholder shall, and shall cause its Affiliates and Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Company Business Combination Proposal or with respect to any opposition to or competition with the consummation of the Merger. Notwithstanding anything in this Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section ‎‎5(a), (ii) the Shareholder makes no representations or warranties with respect to the actions of any of the Company Related Parties and (iii) any breach by the Company of its obligations under Section 5.6 of the Business Combination Agreement shall not be considered a breach of this Section ‎‎5(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by the Shareholder or its, his or her Representatives (other than any such Representative that is a Company Related Party) of this Section ‎‎5(a)). (b) The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the Capital Restructuring, (i) sell, transfer, pledge, tender, grant, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration) by tendering into any tender or exchange offer, by gift, testamentary disposition, by operation of applicable Law, by encumbering or by using a derivative to transfer or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including profit sharing agreement) with respect to the Transfer of any of the Shareholder’s Covered Shares; (ii) publicly announce any intention to effect any transaction specified in clause (i); or (iii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby; provided, however, that nothing contained herein shall prohibit a Transfer to a Permitted Transferee (as defined in the Governing Documents) (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Permitted Transfer, the Permitted Transferee agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Permitted Transfer shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section ‎‎5(b) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Section 3.1 Agreement shall prohibit direct or indirect transfers of equity or other provisions interests in a Shareholder. (c) The Shareholder hereby authorizes the Company to maintain a copy of this Agreement shall prevent at either the Shareholder, if a member of executive office or the board of directors of the Company or a senior officer registered office of the Company, from engaging in discussions or negotiations . (d) The Shareholder hereby acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to consult with or furnishing information to, in the Shareholder's capacity as a director or senior officer its tax and legal advisors. The Shareholder shall be bound by and comply with Section 5.3 (Confidentiality; Access to Information) and Section 5.4 (Public Announcement) of the Company, Business Combination Agreement (and any person relevant definitions contained in response to such sections) as if the Shareholder was an unsolicited bona fide Acquisition Proposal made in writing original signatory to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information; (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Business Combination Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer or request or discussions or negotiations within the Shareholder's possession; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitable), to or with any person or group or agree to do any of the foregoing; (e) not grant or agree to grant any proxy, power of attorney or other right to vote the Deposited Shares, or enter into any voting, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders or give consents or approval of any kind with respect to any of the Deposited Shares; (f) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the Offeror, or vote or cause to be voted any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; and (g) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreementprovisions. 3.2 The Shareholder hereby covenants to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition Agreement.

Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except Except in accordance with the terms of this Agreement, the Shareholder hereby covenants and agrees as follows: (a) Subject to Section 6(b) hereof, prior to the Termination Date, the Shareholder shall not, and shall cause its controlled Affiliates and Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives acting on their respective behalf, not to, directly or indirectly through any of its Representativesindirectly, (i) solicit, assist, initiate, solicit or knowingly encourage or knowingly facilitate (including by way of discussionany inquiries or requests for information with respect to, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company or the Company Subsidiarymaking of, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers inquiry regarding, or any proposal or offer that may constitutes, or could reasonably be expected to result in or lead to, any Acquisition ProposalProposal with respect to the Company, (ii) engage in, continue or otherwise participate in any negotiations or discussions or negotiations regardingconcerning, or provide access to its properties, books and records or any confidential information with respect or data to, any Person relating to any proposal, offer, inquiry or otherwise cooperate with any person (other than the Offeror and its Representatives) regardingrequest for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal or potential Acquisition Proposalwith respect to the Company, (iii) accept approve, endorse or enter intorecommend, or propose publicly propose to accept approve, endorse or recommend, any Acquisition Proposal with respect to the Company, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, arrangement merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or undertaking related other similar agreement for or relating to any Acquisition Proposal, (iv) provide any information relating Proposal with respect to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort resolve or attempt by any other person or group to do or seek agree to do any of the foregoing; provided, however, that nothing contained . (b) Notwithstanding anything in this Section 3.1 or other provisions of this Agreement to the contrary, (i) the Shareholder shall prevent not be responsible for the Shareholder, if a member of the board of directors actions of the Company or the Company Board (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees, professional advisors and other shareholders of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by Section 6(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a senior officer Company Related Party) of Section 6(a)), (ii) the Shareholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, (iii) any breach by the Company of its obligations under Section 7.08 of the Merger Agreement shall not be considered a breach of Section 6(a), (iv) Section 6(a) shall not prevent Shareholder, in its capacity as a shareholder of the Company, from engaging in discussions or negotiations with or furnishing information tothe activities set forth under Section 6(a), if the Company is permitted to take such actions pursuant to Section 7.08 of the Merger Agreement and (v) the Shareholder shall not be restricted from taking any action in the Shareholder's its capacity as a director an officer, director, employee or senior officer professional advisor of the Company, any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company as may be applicable, by such person (which Acquisition Proposal did not result from a breach virtue of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information; (b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal;. (c) promptly (and in any event within 24 hours following receipt Other than as contemplated by the Merger Agreement or knowledge) notify the Offeror of any proposalother Transaction Agreements, inquiry, offer or request relating to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomeshereby agrees not to, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer or request or discussions or negotiations within the Shareholder's possession; (di) not option, sell, transfer, pledge, encumber, grant a security interest inassign, hypothecate hedge, swap, convert or otherwise convey dispose of (including by merger (including by conversion into securities or enter other consideration), by tendering into any forward saletender or exchange offer, repurchase agreement by testamentary disposition, by operation of Law or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitableotherwise), to either voluntarily or with any person or group or agree to do any of the foregoing; involuntarily (e) not grant or agree to grant any proxycollectively, power of attorney or other right to vote the Deposited Shares“Transfer”), or enter into any voting, voting trust, vote pooling Contract or other agreement option with respect to the right to vote, call meetings of securityholders or give consents or approval Transfer of any kind of the Shareholder’s Covered Shares, (ii) grant, permit, or suffer the creation of any Lien on the Covered Shares, other than Permitted Liens, or (iii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Shareholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 6(c) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(c) with respect to any of the Deposited Shares;Shareholder’s Covered Shares shall be null and void. (fd) not requisition or join in any requisition of any meeting of securityholders of the Company without the prior written consent of the Offeror, or vote or cause to be voted any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; and (g) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement. 3.2 The Shareholder hereby covenants authorizes the Company to exercise maintain a copy of this Agreement at either the executive office or surrender any Options held by the Shareholder prior to or as registered office of the Expiry Time so that the Shareholder will hold no Options as of the Expiry Time, in accordance with the terms of the Acquisition AgreementCompany.

Certain Covenants of the Shareholder. 3.1 2.1 The Shareholder hereby covenants and irrevocably agrees to and for the benefit of the Purchaser that it the Shareholder shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except in accordance with its terms (the terms of this Agreement:“Expiry Time”): (a) notnot sell, transfer, gift, assign, convey, tender, hedge, pledge, hypothecate, create or suffer to exist any Liens, option or otherwise dispose of any right or interest in any of the Subject Securities or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than pursuant to the Arrangement or to one or more corporations directly or indirectly through any of its Representatives, (i) solicit, assist, initiate, knowingly encourage wholly-owned by the Shareholder without affecting beneficial ownership or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities control or properties of direction over the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing; provided, however, that nothing contained in this Section 3.1 or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company or a senior officer of the Company, from engaging in discussions or negotiations with or furnishing information to, in the Shareholder's capacity as a director or senior officer of the Company, any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such informationSubject Securities; (b) immediately cease and cause to be terminated all existing solicitationother than as set forth herein, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal or any potential Acquisition Proposal; (c) promptly (and in any event within 24 hours following receipt or knowledge) notify the Offeror of any proposal, inquiry, offer or request relating to, or of discussions or negotiations in respect of, an Acquisition Proposal or potential Acquisition Proposal or any proposal, inquiry, offer or request or discussions or negotiations that could reasonably lead or be expected to lead to an Acquisition Proposal of which the Shareholder becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such proposal, inquiry, offer or request or discussions or negotiations within the Shareholder's possession; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Deposited Shares, or any right or interest therein (legal or equitable), to or with any person or group or agree to do any of the foregoing; (e) not grant or agree to grant any proxy, power of attorney or other right to vote the Deposited SharesSubject Securities, or enter into any votingvoting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders shareholders or give consents or approval of any kind with respect to any of the Deposited SharesSubject Securities; (fc) not requisition or join in any the requisition of any meeting of any of the securityholders of the Company without for the prior written consent purpose of the Offeror, or vote or cause to be voted considering any of the Deposited Shares in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or the other transactions contemplated by the Acquisition Agreement and this Agreement; andresolution; (gd) subject to Section 7.1 hereof, not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Offer or Arrangement and the other transactions contemplated by the Acquisition Arrangement Agreement and this Agreement; (e) not do indirectly that which the Shareholder may not do directly by the terms of this Section 2.1, including through any Person directly or indirectly owned, controlled or directed by the Shareholder; or (f) not take any action, or allow any other Person to take any action, that would cause any of the representations and warranties of the Shareholder in Section 4.1 to become untrue or incorrect. 3.2 2.2 The Shareholder hereby covenants covenants, undertakes and agrees from time to exercise or surrender any Options held by the Shareholder prior to or as of the Expiry Time so that the Shareholder will hold no Options as of time, until the Expiry Time, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities: (a) at any meeting of any of the securityholders of the Company at which the Shareholder or any beneficial owner of Subject Securities is entitled to vote, including the Company Meeting; and (b) in any action by written consent of the securityholders of the Company, in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement). In connection with the foregoing, subject to this Section 2.2, the Shareholder hereby agrees to deposit (or cause to be deposited) a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities as soon as reasonably practicable following the mailing of the Company Circular and in any event at least 10 Business Days prior to the Company Meeting and as far in advance as reasonably practicable of every adjournment or postponement thereof, voting all the Subject Securities in favour of the Arrangement Resolution and any resolutions approving, consenting to, ratifying or adopting the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement). The Shareholder hereby agrees that it will not take, nor permit any of its affiliates or any Person on its behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement without the prior written approval of the Purchaser, notwithstanding any statutory or other rights or otherwise which the Shareholder or such other Person might have, unless this Agreement has at such time been previously terminated in accordance with Article 6. If requested by the terms Purchaser, the Shareholder will provide copies of each such proxy or voting instruction form referred to above to the Purchaser at the address below concurrently with its delivery as provided for above. 2.3 The Shareholder hereby revokes and will take all steps necessary to effect the revocation of any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement and the Shareholder agrees from time to time, until the Expiry Time, not to, directly or indirectly, grant or deliver any other proxy, power of attorney or voting instruction form with respect to the matters set forth in this Agreement except as expressly required or permitted by this Agreement. 2.4 The Shareholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time, subject to Section 7.1 hereof to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) the Subject Securtities against any proposed action by the Company, any securityholder of the Company, any of the Company’s Subsidiaries or any other Person: (i) in respect of any merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving the Company or any Subsidiary of the Company, other than the Arrangement; (ii) which would reasonably be regarded as being directed towards or likely to prevent, delay or reduce the likelihood of the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of the Company or any of its subsidiaries or their respective corporate structures or capitalization; or (iii) any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of the Company under the Arrangement Agreement if such breach requires securityholder approval. 2.5 Until the Expiry Time, the Shareholder, subject to Section 7.1 hereof, will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (a) solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser in connection with the Arrangement; (b) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser in connection with the Arrangement; (c) act jointly or in concert with another Person for the purpose of opposing or competing with the Purchaser in connection with the Arrangement; (d) solicit, initiate, encourage or otherwise knowingly facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (e) participate in any discussions or negotiations with any Person (other than the Purchaser or any of its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (f) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal; or (g) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. 2.6 The Shareholder will not, and the Shareholder will ensure that none of its affiliates will, (i) exercise any dissent rights in respect of the Arrangement; or (ii) subject to Section 7.1 hereof, take any other action of any kind that would reasonably be regarded as likely to adversely affect, reduce the success of, materially delay or interfere with the completion of the Arrangement or the transactions contemplated by the Arrangement Agreement. 2.7 At the request of the Purchaser or the Company, the Shareholder will, and will cause its applicable affiliates to, use all commercially reasonable efforts in its capacity, and their capacities, as a securityholder to assist the Company and the Purchaser to successfully complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement, including without limitation cooperating with the Purchaser and the Company to make all requisite regulatory filings, provided that the Shareholder shall not be obligated to incur any expense in providing such cooperation, including by participating in any claim, action, suit, proceeding or investigation whether civil, criminal, administrative, or investigative (each a “Proceeding”), unless the Purchaser advances such expenses to the Shareholder. 2.8 The Shareholder will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim or proceeding that (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement and/or (ii) alleges that the execution and delivery of this Agreement and the irrevocable proxy granted pursuant to this Agreement breaches any fiduciary duty of the Board of Directors of the Company or any member thereof. 2.9 The Shareholder hereby consents to: (a) details of this Agreement being set out in any press release, information circular, including the Company Circular, and court documents produced by the Company, the Purchaser or any of their respective affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement; and (b) if required by Law, this Agreement being made publicly available, including by filing on SEDAR or EXXXX operated by the Securities Authorities. 2.10 Except as required by Law or applicable stock exchange requirements, the Shareholder will not, and will ensure that its affiliates do not, make any public announcement or statements with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement without the prior written approval of the Purchaser.