Common use of Covenants of the Securityholder Clause in Contracts

Covenants of the Securityholder. (a) The Securityholder hereby covenants that from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (such earlier time being the “Expiry Time”), the Securityholder shall not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (any such event, a “Transfer”) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement Agreement, or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or (ii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement understanding or arrangement with respect to (X) the right to vote, (Y) the calling of meetings of Common Shareholders or (Z) the giving of any consents or approvals of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time to vote (or cause to be voted) all the Subject Securities at any meeting of any of the securityholders of the Company at which the Securityholder is entitled to vote, including without limitation the Company Meeting, and in any action by written consent of the securityholders of the Company: (i) 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); and (ii) against any: (A) merger, reorganization, consolidation, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; (B) sale, lease or transfer of any significant part of the assets of the Company; (C) Acquisition Proposal; (in each case other than the transactions contemplated by the Arrangement Agreement, and any other agreement or transaction involving Parent or Purchaser or their affiliates) (E) action that would reasonably be expected to impede, delay, interfere with, or discourage the transactions contemplated by the Arrangement Agreement; and

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably and unconditionally covenants that with Mitel that: (i) from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (such earlier time being the “Expiry Time”), the Securityholder shall not: not (iA) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject SecuritiesShares, or enter into any agreement, arrangement or understanding in connection therewiththerewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than pursuant to the Arrangement Agreement, without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement AgreementMitel, or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or (iiB) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities Shares into a voting trust, in any way transfer any of the voting rights associated with any of the Subject SecuritiesShares, or enter into a voting agreement agreement, understanding or arrangement with respect to (X) the voting, the right to vote, (Y) the calling of call meetings of Common Aastra Shareholders or (Z) the giving of any give consents or approvals approval of any kind with respect to any Subject SecuritiesShares; and (ii) prior to the Effective Time, the Securityholder shall exercise any Aastra Options held by such Securityholder in accordance with their terms for Aastra Shares. (b) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time to vote (or cause to be voted) all the Subject Securities Shares at any meeting of any of the securityholders of the Company Aastra at which the Securityholder is entitled to vote, including without limitation the Company Aastra Meeting, and in any action by written consent of the securityholders of the CompanyAastra: (i) 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); and (ii) against any: (A) any merger, reorganization, consolidation, amalgamation, arrangement, business combination, share issuance, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; Aastra; (B) any sale, lease or transfer of any significant part of the assets of the Company; Aastra; (C) any Acquisition Proposal; Proposal (in each case other than the transactions contemplated by the Arrangement Agreement, ); (D) any material change in the capitalization of Aastra or the corporate structure or constating documents of Aastra; and any other agreement or transaction involving Parent or Purchaser or their affiliates) (E) any action that would reasonably be expected to impede, delay, interfere with, or discourage the transactions contemplated by the Arrangement Agreement and against any action that would result in a Aastra Material Adverse Effect. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy, duly completed and executed in respect of all of the Subject Shares at least 10 days prior to the Aastra Meeting, voting all such Subject Shares in favour of the Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it nor any person on its behalf will take any action to withdraw, amend or invalidate any proxy deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. (c) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time to not without the prior written consent of Mitel requisition or join in the requisition of any meeting of any of the securityholders of Aastra for the purpose of considering any resolution. (d) The Securityholder agrees that, until the Expiry Time, neither the Securityholder nor any of its Representatives will, directly or indirectly: (A) solicit, initiate, encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding) inquiries, submissions of proposals or offers from, or provide information to, any other person, entity or group (other than Mitel) relating to any Acquisition Proposal or potential Acquisition Proposal, (B) participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) 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. Nothing hereunder shall prevent any shareholder, director or officer of the Securityholder who is a director or officer of Aastra from doing any act or thing that such director or officer is properly obligated to do in such capacity, provided that such act or thing is permitted by and is done in strict compliance with the terms of the Arrangement Agreement. (e) The Securityholder hereby agrees to: (i) immediately cease and cause to be terminated any and all solicitations, encouragements, existing discussions and negotiations, if any, with any person or group or any agent or representative of such person or group before the date of this Agreement with respect to any Acquisition Proposal or potential Acquisition Proposal; and (ii) immediately (and in any event within 24 hours following receipt) notify Mitel of any Acquisition Proposal or inquiry in respect of a potential Acquisition Proposal of which the Securityholder or, to the knowledge of the Securityholder, any of the shareholders, directors or officers of the Securityholder becomes aware. Such notification shall be made orally and in writing and shall include the identity of the person making such Acquisition Proposal or inquiry, a description of the material terms and conditions thereof, together with a copy of all documentation relating to such Acquisition Proposal or inquiry; provided however that such notification shall not be required if Aastra has already notified Mitel in accordance with the terms of the Arrangement Agreement. (f) The Securityholder hereby irrevocably waives any rights of appraisal or rights of dissent that the Securityholder may have arising from the transactions contemplated by the Arrangement Agreement. (g) The Securityholder hereby agrees, until the Expiry Time, to not make any statements which may reasonably be construed as being against the transactions contemplated by the Arrangement Agreement or any aspect thereof and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying such transactions or any aspect thereof. (h) The Securityholder agrees to promptly notify Mitel of any acquisitions by the Securityholder or any of its respective Affiliates of any Aastra Shares after the date hereof, which, for greater certainty, shall include any Aastra Shares issuable upon the exercise or conversion of any Aastra Options. Any such securities shall be subject to the terms of this Agreement as though they were Subject Shares owned by the Securityholder on the date hereof. (i) The Securityholder agrees that, until the Expiry Time, it will not (i) exercise any securityholder rights or remedies available at common law or pursuant to applicable securities legislation; or (ii) take any other action of any kind, in each case which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the transactions contemplated by the Arrangement Agreement. (j) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular and court documents produced by Aastra, Mitel or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on SEDAR. (k) Except as required by applicable Law or applicable stock exchange requirements, the Securityholder shall not make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement without the prior written approval of Mitel.

Covenants of the Securityholder. (a) The Securityholder hereby covenants that and agrees in favour of the Purchaser that, from the date of this Agreement hereof until the earlier of the termination of this Agreement in accordance with its terms and Section 5.1, except as permitted by this Agreement: (i) at any meeting of securityholders of the Effective Time Company called to vote upon the Resolution or the transactions contemplated by the Proposal Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Resolution or the transactions contemplated by the Proposal Agreement is sought (such earlier time being the “Expiry Time”including by written consent in lieu of a meeting), the Securityholder shall not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (any such event, a “Transfer”) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement Agreement, or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or (ii) other than as set forth herein, grant any proxies or powers of attorney, deposit any cause all its Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement understanding or arrangement with respect to (X) which carry the right to vote, (Y) the calling vote at such meeting to be counted as present for purposes of meetings of Common Shareholders or (Z) the giving of any consents or approvals of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes establishing quorum and agrees from time to time, until the Expiry Time to shall vote (or cause to be voted) all the its Subject Securities which carry the right to vote at any such meeting of any of the securityholders of the Company at which the Securityholder is entitled to vote, including without limitation the Company Meeting, and in any action by written consent of the securityholders of the Company: (i) in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Proposal Agreement; (ii) at any meeting of securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought in respect of any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Amended Arrangement Agreement (and any actions required for the consummation each of the transactions contemplated by the Proposal Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Securityholder shall cause all its Subject Securities which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Securities which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Securityholder shall revoke any and all proxies previously granted or voting instruction forms or other voting documents previously delivered that may conflict or be inconsistent with the Securityholder’s covenants and agreements set forth in this Agreement; (iv) the Securityholder agrees that it will not, directly or indirectly grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (v) the Securityholder shall not exercise any rights of appraisal or rights of dissent, as applicable, from the Amended Arrangement or the transactions contemplated by the Proposal Agreement that the Securityholder may have; and (vi) without limiting the generality of Section 3.1(a)(i), no later than five Business Days prior to the date of the Meeting: (i) with respect to any Company Shares that are registered in the name of the Securityholder, the Securityholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Resolution, with a copy to the Purchaser concurrently with such delivery; and (ii) with respect to any Company Shares that are beneficially owned by the Securityholder but not registered in the name of the Securityholder, the Securityholder shall deliver a duly executed voting instruction form to the intermediary through which the Securityholder holds its beneficial interest in the Securityholder’s Company Shares, instructing that the Securityholder’s Company Shares be voted at the Meeting in favour of the Resolution, with a copy to the Purchaser concurrently with such delivery. Such proxy or proxies shall name those individuals as may be designated by the Company in the Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 5.1, the Securityholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (i) solicit proxies or become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by the Amended Arrangement; (ii) assist any Person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the transactions contemplated by the Amended Arrangement; (iii) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the transactions contemplated by the Amended Arrangement; or (iv) encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (c) The Securityholder hereby consents to: (i) the pertinent details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company, the Purchaser or any of their respective affiliates in connection with the Amended Arrangement in accordance with the provisions of the Proposal Agreement, a copy of which will be made available to Securityholder for review sufficiently in advance of publication to permit the Securityholder to review and provide comments thereon (and the Company shall incorporate the Securityholder’s reasonable comments thereon); and (ii) against any:this Agreement being made publicly available, including by filing on SEDAR operated on behalf of the Securities Authorities. (Ad) mergerExcept as required by applicable law or stock exchange requirements, reorganizationthe Securityholder will not, consolidationand will ensure that its affiliates and representatives do not, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; (B) sale, lease or transfer of make any significant part of the assets of the Company; (C) Acquisition Proposal; (in each case other than public announcement with respect to the transactions contemplated by herein or pursuant to the Arrangement Agreement, and any other agreement or transaction involving Parent or Purchaser or their affiliates) (E) action that would reasonably be expected to impede, delay, interfere with, or discourage Proposal Agreement without the transactions contemplated by prior written approval of the Arrangement Agreement; andPurchaser.

Covenants of the Securityholder. The Securityholder hereby irrevocably covenants and agrees as follows: (a) The Securityholder hereby covenants that from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (such earlier time being the “Expiry Time”), the Securityholder shall not: not (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, optiongrant any option with respect to, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject Securities, other than the exercise, exchange or conversion of Velocity Options or Velocity Warrants in accordance with their terms for Velocity Shares, which Velocity Shares will become Subject Securities hereunder, or enter into any agreement, arrangement or understanding in connection therewith, therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement Agreement, Investor; or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or (ii) other than as set forth herein, grant any proxies or powers of attorneyattorney with respect to any Subject Securities, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement agreement, understanding or arrangement with respect to (X) the right to vote, (Y) the calling of call meetings of Common Velocity Shareholders or (Z) the giving of any give consents or approvals of any kind with respect to any Subject Securities.; (b) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time Time, to vote (or cause to be voted) all the Subject Securities Shares at any meeting of any of the securityholders of the Company Velocity at which the Securityholder is entitled to vote, including without limitation the Company any Velocity Meeting, and in any action by written consent of the securityholders of the CompanyVelocity: (i) in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement Resolution Transaction and the transactions contemplated by the Arrangement Investment Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Investment Agreement); and (ii) other than the Transaction, against any: (A) any extraordinary corporate transaction, including any merger, reorganization, consolidation, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; Velocity or any of its subsidiaries; (B) any sale, lease or transfer of any significant part of the assets of the Company; Velocity or any of its subsidiaries; (C) any Acquisition Proposal; (D) any material change in each case other than the transactions contemplated by capitalization of Velocity or any of its subsidiaries or the Arrangement Agreement, and corporate structure or constating documents of Velocity or any other agreement or transaction involving Parent or Purchaser or their affiliates) of its subsidiaries; (E) any action that would reasonably be expected to impede, delay, interfere with, or discourage the transactions contemplated by the Arrangement Investment Agreement; andand (F) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Velocity under the Investment Agreement; in connection with the foregoing, subject to this Section 3.1(b), the Securityholder shall deposit an irrevocable proxy, duly completed and executed in respect of all of the Subject Shares at least five (5) business days prior to any Velocity Meeting, voting all such Subject Shares in favour of any resolution approving the Transaction and otherwise in the manner described in this Section 3.1(b). Neither the Securityholder nor any Person acting on his, her or its behalf will take any action to withdraw, amend or invalidate any proxy deposited by the Securityholder pursuant to this Agreement, notwithstanding any statutory or other rights which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1; (c) until the Expiry Time, to not, without the prior written consent of the Investor, requisition or join in the requisition of any meeting of any of the securityholders of Velocity for the purpose of considering any resolution that would reasonably be expected to impede, delay, interfere with, or discourage the transactions contemplated by the Investment Agreement; (d) from time to time, until the Expiry Time, when any meeting of Velocity securityholders is held, to appear at such meeting or otherwise cause the applicable Subject Securities to be counted as present thereat for the purpose of establishing a quorum; (e) until the Expiry Time, neither the Securityholder nor any of his, her or its Representatives will, directly or indirectly: (A) solicit, initiate, encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding) inquiries, submissions of proposals or offers from, or provide information to, any other Person, entity or group (other than the Investor) relating to any Acquisition Proposal or potential Acquisition Proposal,

Covenants of the Securityholder. The Securityholder covenants and agrees as follows: (a) The Securityholder hereby covenants that from the date of this Agreement until the earlier of the termination of this Agreement shall, in accordance with the terms of the Warrant Agreement, no later than the Business Day immediately preceding the record date to be established by the Company for the Company Stockholders Meeting, exercise its terms Cashless Exercise (as defined in the Warrant Agreement) right pursuant to Section 3.04 of the Warrant Agreement with respect to all shares of Company Common Stock underlying the Warrants, such that after receipt of the shares received upon such exercise, all such shares will be held of record by the Securityholder and will be eligible to vote at the Company Stockholder Meeting, and the Effective Time (such earlier time being the “Expiry Time”), the Securityholder Warrants shall not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose be extinguished. The shares of any right or interest in (any such event, a “Transfer”) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement Agreement, or (X) Company Common Stock issued upon the exercise of such Warrants, together with any other shares of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned Common Stock acquired by the Securityholder on after the date hereof; or (ii) other than hereof and during the term of this Agreement, shall be referred to as set forth herein, grant any proxies or powers of attorney, deposit any the “Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement understanding or arrangement with respect to (X) the right to vote, (Y) the calling of meetings of Common Shareholders or (Z) the giving of any consents or approvals of any kind with respect to any Subject SecuritiesShares”. (b) The Prior to the Expiration Date, at any Company Stockholders Meeting, and at any adjournment or postponement thereof, called to seek the Company Stockholder Approval or in any other circumstances upon which a vote with respect to the Merger Agreement, the Merger or any other transaction contemplated thereby is sought, the Securityholder hereby covenantsshall vote (or cause to be voted), undertakes in person or by proxy, the Subject Shares in favor of (i) granting the Company Stockholder Approval and agrees from time (ii) any proposal to timeadjourn any Company Stockholders Meeting which Parent supports. (c) Prior to the Expiration Date, until at every meeting of shareholders of the Expiry Time to Company or at any adjournment thereof or in any other circumstances upon which the Securityholder’s vote, consent or other approval is sought, the Securityholder shall vote (or cause to be voted) all the Subject Securities at Shares against (i) any meeting letter of intent, agreement in principle, memorandum of understanding, merger, acquisition, purchase or joint venture agreement or other agreement related to any Takeover Proposal or other merger agreement or merger (other than the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up or other extraordinary transaction of or by the Company, (ii) any Takeover Proposal or Superior Proposal, (iii) any action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any of the securityholders covenant, representation or warranty or any other obligation or agreement of the Company at which under the Securityholder is entitled to vote, including without limitation the Company MeetingMerger Agreement, and in (iv) any action by written consent of the securityholders amendment of the Company: (i) in favour ’s Articles of Incorporation or the approvalBylaws or other action, 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); and (ii) against any: (A) merger, reorganization, consolidation, amalgamation, arrangement, business combination, proposal or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; (B) saleCompany or any of its Subsidiaries, lease which amendment or transfer of any significant part of the assets of the Company; (C) Acquisition Proposal; (in each case other than the transactions contemplated by the Arrangement Agreementaction, and any other agreement proposal or transaction involving Parent or Purchaser or their affiliates) (E) action that would reasonably be expected to impede, delay, interfere with, delay, frustrate, prevent or discourage nullify any provision of the Merger Agreement or any other agreement contemplated by the Merger Agreement, the Merger or any other transaction contemplated thereby, inhibit the timely consummation of the transactions contemplated thereby or change in any manner the voting rights of any class of capital stock of the Company. The Securityholder shall not commit or agree to take any action inconsistent with the foregoing. (d) Subject to Section 6(d), the Securityholder shall not engage, nor shall it authorize or permit any investment banker, attorney, accountant or other representative or agent of the Securityholder to engage, directly or indirectly, in any activity that would be prohibited pursuant to Section 5.3 of the Merger Agreement. (e) Prior to the Expiration Date, the Securityholder shall not (i) directly or indirectly offer, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to a Transfer of, any of the Arrangement Securityholder’s Company Securities, or any interest therein, to any Person (except for the Cashless Exercise referred to in Section 4(a)), (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Securityholder’s Subject Shares or (iii) commit or agree to take any of the foregoing actions. (f) The Securityholder shall not issue any press release or make any other public statement with respect to the Merger Agreement; and, the documents contemplated therein, the Merger or any other transaction contemplated thereby without the prior consent of Parent. (g) The Securityholder hereby irrevocably and unconditionally waives and agrees not to exercise, assert or perfect any dissenters rights available to the Securityholder pursuant to Section 262 of the Delaware General Corporation Law.

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably and unconditionally covenants that with Mitel that: (i) from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (such earlier time being the “Expiry Time”), the Securityholder shall not: not (iA) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject SecuritiesShares, or enter into any agreement, arrangement or understanding in connection therewiththerewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than pursuant to the Arrangement Agreement, without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement AgreementMitel, or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or (iiB) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities Shares into a voting trust, in any way transfer any of the voting rights associated with any of the Subject SecuritiesShares, or enter into a voting agreement agreement, understanding or arrangement with respect to (X) the voting, the right to vote, (Y) the calling of call meetings of Common Aastra Shareholders or (Z) the giving of any give consents or approvals approval of any kind with respect to any Subject SecuritiesShares; and (ii) prior to the Effective Time, the Securityholder shall exercise any Aastra Options held by such Securityholder in accordance with their terms for Aastra Shares. (b) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time to vote (or cause to be voted) all the Subject Securities Shares at any meeting of any of the securityholders of the Company Aastra at which the Securityholder is entitled to vote, including without limitation the Company Aastra Meeting, and in any action by written consent of the securityholders of the CompanyAastra: (i) 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); and (ii) against any: (A) any merger, reorganization, consolidation, amalgamation, arrangement, business combination, share issuance, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; Aastra; (B) any sale, lease or transfer of any significant part of the assets of the Company; Aastra; (C) any Acquisition Proposal; Proposal (in each case other than the transactions contemplated by the Arrangement Agreement, ); (D) any material change in the capitalization of Aastra or the corporate structure or constating documents of Aastra; and any other agreement or transaction involving Parent or Purchaser or their affiliates) (E) any action that would reasonably be expected to impede, delay, interfere with, or discourage the transactions contemplated by the Arrangement Agreement and against any action that would result in a Aastra Material Adverse Effect. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy, duly completed and executed in respect of all of the Subject Shares at least 10 days prior to the Aastra Meeting, voting all such Subject Shares in favour of the Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it nor any person on its behalf will take any action to withdraw, amend or invalidate any proxy deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. (c) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time to not without the prior written consent of Mitel requisition or join in the requisition of any meeting of any of the securityholders of Aastra for the purpose of considering any resolution. (d) The Securityholder agrees that, until the Expiry Time, neither the Securityholder nor any of its Representatives will, directly or indirectly: (A) solicit, initiate, encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding) inquiries, submissions of proposals or offers from, or provide information to, any other person, entity or group (other than Mitel) relating to any Acquisition Proposal or potential Acquisition Proposal, (B) participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) 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. Nothing hereunder shall prevent any shareholder, director or officer of the Securityholder who is a director or officer of Aastra from doing any act or thing that such director or officer is properly obligated to do in such capacity, provided that such act or thing is permitted by and is done in strict compliance with the terms of the Arrangement Agreement. (e) The Securityholder hereby agrees to: (i) immediately cease and cause to be terminated any and all solicitations, encouragements, existing discussions and negotiations, if any, with any person or group or any agent or representative of such person or group before the date of this Agreement with respect to any Acquisition Proposal or potential Acquisition Proposal; and (ii) immediately (and in any event within 24 hours following receipt) notify Mitel of any Acquisition Proposal or inquiry in respect of a potential Acquisition Proposal of which the Securityholder or, to the knowledge of the Securityholder, any of the shareholders, directors or officers of the Securityholder becomes aware. Such notification shall be made orally and in writing and shall include the identity of the person making such Acquisition Proposal or inquiry, a description of the material terms and conditions thereof, together with a copy of all documentation relating to such Acquisition Proposal or inquiry; provided however that such notification shall not be required if Aastra has already notified Mitel in accordance with the terms of the Arrangement Agreement. (f) The Securityholder hereby irrevocably waives any rights of appraisal or rights of dissent that the Securityholder may have arising from the transactions contemplated by the Arrangement Agreement. (g) The Securityholder hereby agrees, until the Expiry Time, to not make any statements which may reasonably be construed as being against the transactions contemplated by the Arrangement Agreement or any aspect thereof and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying such transactions or any aspect thereof. (h) The Securityholder agrees to promptly notify Mitel of any acquisitions by the Securityholder or any of its respective Affiliates of any Aastra Shares after the date hereof, which, for greater certainty, shall include any Aastra Shares issuable upon the exercise or conversion of any Aastra Options. Any such securities shall be subject to the terms of this Agreement as though they were Subject Shares owned by the Securityholder on the date hereof. (i) The Securityholder agrees that, until the Expiry Time, it will not (i) exercise any securityholder rights or remedies available at common law or pursuant to applicable securities legislation; or (ii) take any other action of any kind, in each case which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the transactions contemplated by the Arrangement Agreement. (j) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular and court documents produced by Aastra, Mitel or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on SEDAR. (k) Except as required by applicable Law or applicable stock exchange requirements, the Securityholder shall not make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement without the prior written approval of Mitel.

Covenants of the Securityholder. (a) The Securityholder hereby covenants and irrevocably agrees in favour of Xxxxxxxx that from between the date of this Agreement until and the earlier of (such earlier date being the “Expiry Date”): (i) the date of termination of this Agreement in accordance with its terms terms, and (ii) the Effective Time date on which the last material transaction contemplated by the Definitive Agreement becomes effective (such earlier time being the “Expiry TimeEffective Date”), the Securityholder shall not: not (iA) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in encumber or otherwise dispose of any right or interest in (any such event, a “Transfer”) any of the Subject Securityholder’s Securities, or enter into any agreement, arrangement or understanding in connection therewiththerewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), without having first obtained the prior written consent of PurchaserAcquiror, other than (W) pursuant to the Arrangement Agreementwhich consent shall be at Acquiror’s sole discretion, or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or (iiB) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securityholder’s Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, trust or enter into a voting agreement agreement, understanding or arrangement with respect to (X) any of the right to vote, (Y) the calling of meetings of Common Shareholders or (Z) the giving of any consents or approvals of any kind with respect to any Subject Securityholder’s Securities. (b) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time Date: (i) to vote (or cause to be voted) all the Subject Securityholder’s Securities at any meeting of any of the securityholders of the Company at which the Securityholder is entitled to vote, including without limitation the Company Meeting, and in any action by written consent of the securityholders of the Company: foregoing (iA) in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Definitive Agreement or an Alternative Transaction (and any actions or steps required for the consummation of the transactions contemplated by the Arrangement Agreementin furtherance thereof); and , (iiB) against any: (A) any Acquisition Proposal or other merger, reorganization, consolidation, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; Company (B) sale, lease or transfer of any significant part of the assets of the Company; (C) Acquisition Proposal; (in each case other than the transactions contemplated by the Arrangement AgreementDefinitive Agreement or an Alternative Transaction), (C) against any action which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, the completion of the transactions contemplated by the Definitive Agreement or an Alternative Transaction (or any actions or steps reasonably required in furtherance thereof), and (D) against any action that would result in any breach of any representation, warranty or covenant by the Company in the Definitive Agreement or which might reasonably be expected to have a Lucid Material Adverse Effect; (ii) without the prior written consent of Acquiror, which consent shall be at Acquiror’s sole discretion, not to requisition or join in the requisition of any meeting of the shareholders or securityholders of the Company for the purpose of considering any resolution; (iii) not to make any statements against the transactions contemplated by the Definitive Agreement or any other agreement or transaction involving Parent Acquiror or Purchaser its Affiliates or their affiliates)any aspect of them and not to bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding or varying such transactions or any aspect thereof; (Eiv) action that not to do indirectly anything it may not do directly in respect of the restrictions on its rights with respect to the Securityholder’s Securities pursuant to this Section 3.2, including, but not limited to, the sale of any direct or indirect holding company of the Securityholder or the granting of a proxy on the securities of any direct or indirect holding company of the Securityholder which would reasonably be expected have, indirectly, the effect prohibited by this Section 3.2; (v) if the Securityholder’s Securities are registered in the name of a Person other than the Securityholder or otherwise held other than personally, to impedecause the direct owner of such securities to perform all covenants of the Securityholder under this Agreement as if such direct owner was the Securityholder; and (vi) to generally, delay, interfere with, or discourage work with Acquiror and the Company in order to ensure the success of the transactions contemplated by the Arrangement AgreementDefinitive Agreement or an Alternative Transaction (and any actions or steps reasonably required in furtherance thereof). (c) The Securityholder shall (i) immediately cease, and will instruct its representatives to immediately cease, and cause to be terminated any existing solicitation, discussion or negotiation, encouragement or activity with any Person (other than Acquiror or any of its representatives) by the Securityholder or any of its representatives with respect to any Acquisition Proposal or any potential Acquisition Proposal whether or not initiated by the Securityholder or its representatives, and (ii) immediately cease to provide any Person (other than Acquiror or any of its representatives) with access to information concerning the Company in respect of any Acquisition Proposal or any potential Acquisition Proposal, and request the return or destruction of all confidential information provided to any Person (other than Acquiror or any of its representatives) that has entered into a confidentiality agreement with the Securityholder relating to any Acquisition Proposal or potential Acquisition Proposal and shall use all commercially reasonable efforts to ensure that such requests are honoured. (d) The Securityholder agrees that, until the Expiry Date, neither the Securityholder nor any representative thereof will, directly or indirectly (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of discussion, negotiation, furnishing information 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, or (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, an effort or attempt by a Person (other than Acquiror and its representatives) to do or seek to do any of the foregoing regarding any Acquisition Proposal or potential Acquisition Proposal. (e) The Securityholder agrees that, until the Expiry Date, the Securityholder will promptly (and in any event within 2 business days) notify Acquiror, at first orally and then in writing, of any proposal, inquiry, offer or request received after the date hereof (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal, (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal, (iii) for representation on the board of directors of the Company, or (iv) any material amendments to any of the foregoing. Such notice shall include the identity of the Person making such proposal, inquiry, offer or request, a description of the terms and conditions thereof and the Securityholder shall provide to Acquiror a copy of any Acquisition Proposal and all written communications, and such details of the proposal, inquiry, offer or request, that Acquiror may reasonably request. The Securityholder agrees that, until the Expiry Date, the Securityholder will keep Acquiror promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by Acquiror with respect thereto. (f) The Securityholder hereby waives and agrees not to exercise any rights of appraisal or rights of dissent the Securityholder may have that may arise from the transactions contemplated by the Definitive Agreement or an Alternative Transaction (or any actions or steps reasonably required in furtherance thereof). (g) The Securityholder agrees to notify Acquiror promptly of the amount of any new Company Shares, Company Options, Company Warrants or other securities or rights to acquire securities of the Company acquired or controlled or directed, either directly or indirectly, by the Securityholder, if any, after the date hereof. Any such securities and rights to acquire securities shall be subject to the terms of this Agreement as though they were Securityholder’s Securities on the date hereof. (h) The Securityholder agrees to promptly notify Acquiror upon becoming aware of any Lucid Material Adverse Effect. (i) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular, listing statement, other public filing or other document, produced by the Company, Acquiror and/or on their behalf in connection with the transactions contemplated by this Agreement and the Definitive Agreement pursuant to applicable Law; and (ii) this Agreement being made publicly available, including by filing by Xxxxxxxx on SEDAR. (j) If Acquiror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than pursuant to the Definitive Agreement (including, without limitation, a take-over bid, merger, arrangement, consolidation or acquisition) on economic terms and conditions having consequences to each securityholder of the Company that are equivalent to or better than those contemplated by the Definitive Agreement (any such transaction is referred to as an “Alternative Transaction”), the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as the transactions contemplated by the Definitive Agreement, including, in the case of a take-over bid, by causing all of the Securityholder’s Securities to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and not withdrawing the Securityholder’s Securities from such take-over bid except as expressly otherwise provided in this Agreement. In the event of any proposed Alternative Transaction, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction. (k) The Securityholder agrees that, until the Expiry Date, the Securityholder will not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the transactions contemplated by the Definitive Agreement or any Alternative Transaction (or any actions or steps reasonably required in furtherance thereof).

Covenants of the Securityholder. (a) The Securityholder hereby covenants agrees that from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and (the Effective Time (time of such earlier time termination being the “"Expiry Time”), "): (a) the Securityholder shall not: : (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in option or otherwise dispose of any right or interest (including any economic consequence of ownership) in (any such event, a “Transfer”) any of the Subject SecuritiesSecurities (other than in respect of a transfer to a self-directed registered retirement savings account in which the Securityholder is the beneficiary and to the extent the right to vote the Subject Securities is not affected), or enter into any agreement, arrangement arrangement, commitment or understanding in connection therewith, without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement Agreement, or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or (ii) other than as set forth hereincontemplated by this Agreement, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securitiestrust or pooling agreement, or enter into a voting agreement agreement, commitment, understanding or arrangement arrangement, oral or written, with respect to (X) the right to vote, (Y) the calling voting of meetings of Common Shareholders or (Z) the giving of any consents or approvals of any kind with respect to any Subject Securities.; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of I-Minerals for the purpose of considering any resolution except as set forth in Section 4(b) below; (b) The the Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time to shall vote (or cause to be voted) all the Subject Securities (including the Common Shares issuable upon exercise of the Options) at any meeting of any of the securityholders of the Company I-Minerals at which the Securityholder is entitled to votevote such Subject Securities, including without limitation the Company Seller Meeting, and in any action by written consent of the securityholders of the Company: (i) I-Minerals, in favour of the approval, consent, ratification and adoption of the Arrangement Seller Shareholder Resolution and the transactions contemplated by the Arrangement Agreement SPA (and any actions required for the consummation of the transactions contemplated by the Arrangement AgreementSPA). In connection with the foregoing, the Securityholder hereby agrees to deposit (or cause to be deposited) (with copy to Buyer) a proxy or voting instruction form, as applicable, duly completed and executed in respect of all of the Subject Securities, as applicable, as soon as practicable following the mailing of the Proxy Statement, and in any event at least five (5) Business Days prior to the Seller Meeting, voting all such Subject Securities, as applicable, in favour of the Seller Shareholder Resolution, naming those individuals as may be designated by management in the Proxy Statement as proxy, and as otherwise provided herein. The Securityholder hereby agrees that neither the Securityholder nor any Person on the Securityholder's behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited by the Securityholder pursuant to this Agreement (notwithstanding any statutory or other rights or otherwise which the Securityholder might have); (c) unless directed otherwise in writing by Xxxxx, from time to time, the Securityholder shall vote (or cause to be voted) its Subject Securities (including the Common Shares issuable upon exercise of the Options), if applicable, against any action or any proposed action by or in respect of I-Minerals or by the Securityholders: (i) which would reasonably be regarded as being directed towards or likely to prevent, hinder or delay the successful completion of the Transaction, including without limitation any amendment to the articles or by-laws of I-Minerals; and (ii) against any: (A) merger, reorganization, consolidation, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; (B) sale, lease or transfer in respect of any significant part action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of I-Minerals under the assets of the Company; SPA in any material respect; or (Ciii) Acquisition Proposal; (in each case other than the transactions contemplated by the Arrangement Agreement, and any other agreement or transaction involving Parent or Purchaser or their affiliates) (E) action that which would reasonably be expected to impederesult in a material adverse effect in respect of I‑Minerals; (d) the Securityholder will not, delaydirectly or indirectly, through any representative, advisor, agent or otherwise: (i) solicit proxies or become a participant in a solicitation in opposition to or competition with Buyer in connection with the Transaction; (ii) assist, or otherwise further any action by, any Person or group in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Buyer in connection with the Transaction; (iii) act jointly or in concert with others with respect to voting securities of I-Minerals for the purpose of opposing or competing with Buyer in connection with the Transaction; or (iv) or otherwise cooperate in any way with, or discourage assist or participate in, facilitate or encourage, any effort or attempt of any other Person to do or seek to do any of the foregoing, except as otherwise permitted for I-Minerals in the SPA; (e) the Securityholder will not exercise any dissent rights or any other rights or appraisal in respect of the Transaction or the Seller Shareholder Resolution or take any other action of any kind that could reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Transaction or any other transactions contemplated by the Arrangement SPA; (f) the Securityholder shall use all commercially reasonable efforts (in the Securityholder's capacity as a securityholder) to assist I-Minerals and Buyer to successfully complete the Transaction and the other transactions contemplated by the SPA and this Agreement; and (g) details of this Agreement may be set out in any press release, disclosure document, Buyer presentation or information circular (including the Proxy Statement).

Covenants of the Securityholder. (a) The Securityholder hereby covenants that and agrees in favour of the Purchaser that, from the date of this Agreement hereof until the earlier of the termination of this Agreement in accordance with its terms and Section 5.1, except as permitted by this Agreement: (i) at any meeting of securityholders of the Effective Time Company called to vote upon the Resolution or the transactions contemplated by the Proposal Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Resolution or the transactions contemplated by the Proposal Agreement is sought (such earlier time being the “Expiry Time”including by written consent in lieu of a meeting), the Securityholder shall not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (any such event, a “Transfer”) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement Agreement, or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or (ii) other than as set forth herein, grant any proxies or powers of attorney, deposit any cause all its Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement understanding or arrangement with respect to (X) which carry the right to vote, (Y) the calling vote at such meeting to be counted as present for purposes of meetings of Common Shareholders or (Z) the giving of any consents or approvals of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes establishing quorum and agrees from time to time, until the Expiry Time to shall vote (or cause to be voted) all the its Subject Securities which carry the right to vote at any such meeting of any of the securityholders of the Company at which the Securityholder is entitled to vote, including without limitation the Company Meeting, and in any action by written consent of the securityholders of the Company: (i) in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Proposal Agreement; (ii) at any meeting of securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought in respect of any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Amended Arrangement Agreement (and any actions required for the consummation each of the transactions contemplated by the Proposal Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Securityholder shall cause all its Subject Securities which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Securities which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Securityholder shall revoke any and all proxies previously granted or voting instruction forms or other voting documents previously delivered that may conflict or be inconsistent with the Securityholder’s covenants and agreements set forth in this Agreement; (iv) the Securityholder agrees that it will not, directly or indirectly grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (v) the Securityholder shall not exercise any rights of appraisal or rights of dissent, as applicable, from the Amended Arrangement or the transactions contemplated by the Proposal Agreement that the Securityholder may have; and (vi) without limiting the generality of Section 3.1(a)(i), no later than five Business Days prior to the date of the Meeting: (i) with respect to any Company Shares that are registered in the name of the Securityholder, the Securityholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Resolution, with a copy to the Purchaser concurrently with such delivery; and (ii) with respect to any Company Shares that are beneficially owned by the Securityholder but not registered in the name of the Securityholder, the Securityholder shall deliver a duly executed voting instruction form to the intermediary through which the Securityholder holds its beneficial interest in the Securityholder’s Company Shares, instructing that the Securityholder’s Company Shares be voted at the Meeting in favour of the Resolution‎, with a copy to the Purchaser concurrently with such delivery‎. Such proxy or proxies shall name those individuals as may be designated by the Company in the Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 5.1, the Securityholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (i) solicit proxies or become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by the Amended Arrangement; (ii) assist any Person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the transactions contemplated by the Amended Arrangement; (iii) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the transactions contemplated by the Amended Arrangement; or (iv) encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (c) The Securityholder hereby consents to: (i) the pertinent details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company, the Purchaser or any of their respective affiliates in connection with the Amended Arrangement in accordance with the provisions of the Proposal Agreement, a copy of which will be made available to Securityholder for review sufficiently in advance of publication to permit the Securityholder to review and provide comments thereon (and the Company shall incorporate the Securityholder’s reasonable comments thereon); and (ii) against any:this Agreement being made publicly available, including by filing on SEDAR operated on behalf of the Securities Authorities. (Ad) mergerExcept as required by applicable law or stock exchange requirements, reorganizationthe Securityholder will not, consolidationand will ensure that its affiliates and representatives do not, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company; (B) sale, lease or transfer of make any significant part of the assets of the Company; (C) Acquisition Proposal; (in each case other than public announcement with respect to the transactions contemplated herein or pursuant to the Proposal Agreement without the prior written approval of the Purchaser. (e) ‎Upon receipt of a written request from the Company or the Purchaser, the Securityholder shall publicly ‎disseminate ‎a single news release in Canada and the United States expressing its support ‎for the ‎Amended Arrangement (the “Supporting News Release”). The content of the ‎Supporting News ‎Release shall be provided by the Arrangement AgreementCompany and the Purchaser to the Securityholder in ‎advance for its prior ‎written approval, and any shall be in form and substance satisfactory to ‎the Securityholder in its sole discretion. The parties acknowledge and agree that the Securityholder will be in no ‎way obligated to recommend that the other agreement shareholders of the Company vote in favour of the ‎resolution to authorize the Amended Agreement in the Supporting News Release or transaction involving Parent or Purchaser or their affiliates) (E) action that would reasonably be expected to impede‎otherwise, delay, interfere with, or discourage and the transactions contemplated by the Arrangement Agreement; andSupporting News Release shall contain appropriate qualifications in ‎that regard‎.