Common use of Covenants of the Shareholder Clause in Contracts

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Company that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (such termination being the “Expiry Time”), the Shareholder shall not: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitsell, initiatetransfer, knowingly encouragegift, continue assign, convey, pledge, hypothecate, encumber, option or otherwise facilitate dispose of any right or interest in any of the Subject Securities, other than (includingA) transfers to an affiliate of the Shareholder provided only that, prior to any such transfer, such affiliate enters into a written agreement with the Company to be bound by the terms of this Agreement in all respects and to the same extent as the Shareholder is bound and provided also that the Shareholder will solidarily guarantee all the obligations of such affiliate under such agreement, and (B) the exercise of Options in accordance with their terms for Common Shares that will become subject to this Agreement as if they were Subject Securities owned by the Shareholder on the date hereof, without limitation, by way having first obtained the prior written consent of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; Company; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intentarrangement, arrangement commitment or understanding related to any Acquisition Proposal;providing for an action prohibited by Section 3.1(a)(i), without having first obtained the prior written consent of the Company; or (biii) if the Shareholder receives any Acquisition Proposal in its capacity other than as a holder of Shares (includingset forth herein, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy proxies or other right to the Sharespowers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into any a voting trustagreement, vote pooling commitment, understanding or other agreement arrangement, oral or written, with respect to the right to vote, call Meetings or give consents or approvals voting of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, Subject Securities without the prior written consent of Vasogenthe Company. (b) The Shareholder hereby covenants, sellundertakes and agrees from time to time, transferuntil the Expiry Time, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber to vote (or otherwise convey or grant an option over any cause to be voted) all the Subject Securities at the Company Meeting in accordance with all recommendations to the shareholders of the Company made by the Board of Directors as referenced in the Company Circular (the “Board Recommendations”) in connection with the approval, consent, ratification and adoption of special or ordinary resolutions of the shareholders of the Company, as the case may be, including, but not limited to, the following: (i) authorizing the amendment to the articles of the Company to create a new class of convertible preferred shares (the “Preferred Shares”); (ii) authorizing certain conversion ratio adjustments and mechanisms included in the share terms of the Preferred Shares; (iii) approving the issuance of 12.75 million common share purchase warrants by the Company, each entitling the holder thereof to purchase one Common Share at an exercise price of $0.01 for a term of ten years; (iv) approving certain option grants to employees of a subsidiary of Xxxxxxx at an exercise price of CDN$20 following closing of the acquisition Xxxxxxx pursuant to the terms of the Purchase Agreement (the “Contemplated Acquisition”); (v) approving the price reservation for the Common Shares issuable pursuant to the various financings (or any right or interest therein the “Financings”) to be completed in order to finance a portion of the purchase price payable for the Contemplated Acquisition; and (legal or equitablevi) approving the potential material effect on control of the Company that may result from the participation by a key investor in the Financings; the whole as will be more fully set out in the Company Circular. In connection with the foregoing, subject to this Section 3.1(b)) , the Shareholder hereby agrees to deposit a proxy, duly completed and executed in respect of all of the Common Shares held by it promptly following the mailing of the Company Circular, and in any event at least 10 days prior to the Company Meeting, voting all such Common Shares in accordance with the Board Recommendations to be set out in the Company Circular. The Shareholder hereby agrees that neither it nor any Person on its behalf will take any action to withdraw, amend, revoke or invalidate any proxy deposited by the Shareholder pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, information circular, including the Company Circular produced by the Company, or any of its affiliates in connection with the transactions contemplated by this Agreement and the Purchase Agreement, provided that to the extent any such filing contains disclosure regarding the Shareholder or its affiliates, the Shareholder has been provided with a reasonable opportunity to review and comment on such disclosure and reasonable consideration has been given by the Company to any person, entity or group or agree to do any of the foregoing;such comments; and; and (fii) except this Agreement being made publicly available, including by filing on SEDAR. (d) Except as required by applicable Law (after fully consulting or applicable stock exchange requirements, the Shareholder shall not make any public announcement or statement with Vasogen), it will not, prior respect to the public announcement by IPC, IPC Corp. and Vasogen of transactions contemplated herein or pursuant to the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Purchase Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent approval of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementCompany.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Flutter that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not: (ai) it without having first obtained the prior written consent of Flutter, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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 as expressly permitted by the Arrangement Agreement; (ii) other than as set forth herein, grant or agree to grant any proxies, powers of attorney or deliver any voting instruction form with respect to matters relating to the Arrangement or other matters that would reasonably be expected to materially impair or delay the Arrangement, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities, as applicable, with respect to matters relating to the Arrangement or other matters that would reasonably be expected to materially impair or delay the Arrangement; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of Stars for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 which are Stars Shares: (i) at any meeting of any of the securityholders of Stars at which the Shareholder is entitled to vote, including the Stars Meeting; and (ii) in any action by written consent of the securityholders of Stars, in favour of the approval, consent, ratification and adoption of the Stars Resolution and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement). (c) The Shareholder hereby revokes and will nottake 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 not to, directly or indirectly, through grant or deliver any officerother proxy, directorpower 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. (d) The Shareholder hereby covenants, employeeundertakes and agrees from time to time, advisoruntil the Expiry Time, representativeto cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) the Subject Securities against any proposed action by Stars, agent any Shareholder, any of Stars’ Subsidiaries or otherwiseany other Person: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation in respect of any inquiries Acquisition Proposal or proposals regarding an Acquisition ProposalSuperior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Stars or any Subsidiary of Stars, other than the Arrangement; (ii) participate in which would reasonably be regarded as being directed towards or likely to prevent or delay of the successful completion of the Arrangement, including without limitation any discussions amendment to the articles or negotiations regarding by-laws of Stars or any Acquisition Proposalof its Subsidiaries or their respective corporate structures or capitalization; or (iii) that would result in a breach of any representation, warranty, covenant or other obligation of Stars under the Arrangement Agreement if such action requires securityholder approval and is communicated as being such a breach in a notice in writing delivered by Flutter to the Shareholder. (e) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction other than the Arrangement is presented for approval of, or acceptance by, the Shareholders, whether or not it may be recommended by the Stars Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (f) Until the Expiry Time, the Shareholder will not directly or indirectly: (i) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Flutter in connection with the Arrangement; (ii) act jointly or in concert with others with respect to voting securities of Stars for the purpose of opposing or competing with the Arrangement; (iii) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal;; or (biv) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will notnot (i) exercise any dissent rights in respect of the Arrangement; or (ii) take any other action of any kind that would reasonably be regarded as likely to adversely affect, without reduce the prior written consent success of, materially delay or interfere with the completion of Vasogen, not to be unreasonably withheld, purchase, the Arrangement or enter into any agreement or right to purchase, any additional shares of IPC; andthe transactions contemplated by the Arrangement Agreement. (h) it will do all things requiredThe Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Stars Circular, the Flutter Circular, the Prospectus and court documents produced by Stars, Flutter or advisable to consummate any of their respective affiliates in connection with the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR).

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and irrevocably agrees in favour of Wesana that during the period commencing on between the date hereof of this Agreement and continuing until the earlier of (such earlier date being the “Expiry Date”): (i) the date of termination of this Agreement pursuant in accordance with its terms, and (ii) the date on which the last material transaction contemplated by the Binding Agreement becomes effective (the “Effective Date”), the Shareholder shall not (A) sell, transfer, gift, assign, pledge, hypothecate, encumber or otherwise dispose of any of the Shareholder’s Shares, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to Section 3cash settlement or otherwise), without having first obtained the prior written consent of Wesana, which consent shall be at Wesana’s sole discretion, or (B) other than as set forth herein, grant any proxies or powers of attorney, deposit any Shareholder’s Shares into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of the Shareholder’s Shares. (b) The Shareholder hereby undertakes from time to time, until the Expiry Date: (ai) it will notto vote (or cause to be voted) all the Shareholder’s Shares at any meeting of the securityholders of the Company and in any action by written consent of the foregoing (A) in favour of the approval, consent, ratification and adoption of the transactions contemplated by the Binding Agreement or an Alternative Transaction (and any actions or steps required in furtherance thereof), (B) against any Acquisition Proposal or other merger, reorganization, consolidation, amalgamation, arrangement, business combination, share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company (other than the transactions contemplated by the Binding 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 Binding 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 Binding Agreement or which might reasonably be expected to have a Material Adverse Effect on the Company; (ii) without the prior written consent of Wesana, which consent shall be at Wesana’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 Binding Agreement or any other agreement or transaction involving Wesana or its Affiliates or 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, through stopping, preventing, impeding or varying such transactions or any officeraspect thereof; (iv) not to do indirectly anything it may not do directly in respect of the restrictions on its rights with respect to the Shareholder’s Shares pursuant to this Section 3.2, directorincluding, employeebut not limited to, advisorthe sale of any direct or indirect holding company of the Shareholder or the granting of a proxy on the securities of any direct or indirect holding company of the Shareholder which would have, representativeindirectly, agent the effect prohibited by this Section 3.2; (v) if the Shareholder’s Shares are registered in the name of a Person other than the Shareholder or otherwise: otherwise held other than personally, to cause the direct owner of such shares to perform all covenants of the Shareholder under this Agreement as if such direct owner was the Shareholder; and (vi) to generally, work with Wesana and the Company in order to ensure the success of the transactions contemplated by the Binding Agreement or an Alternative Transaction (and any actions or steps reasonably required in furtherance thereof). (c) The Shareholder 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 Wesana or any of its representatives) by the Shareholder or any of its representatives with respect to any Acquisition Proposal or any potential Acquisition Proposal whether or not initiated by the Shareholder or its representatives, and (ii) immediately cease to provide any Person (other than Wesana 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 Wesana or any of its representatives) that has entered into a confidentiality agreement with the Shareholder 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 Shareholder agrees that, until the Expiry Date, neither the Shareholder nor any representative thereof will, directly or indirectly (i) solicit, assist, initiate, knowingly encourage, continue encourage or otherwise facilitate (including, without limitation, including by way of discussion, negotiation, furnishing information or entering into any form of written or oral agreement, arrangement or understanding) the initiation of any inquiries inquiries, proposals or proposals regarding an 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 Wesana and its representatives) to do or seek to do any of the foregoing regarding any Acquisition Proposal or potential Acquisition Proposal; . (e) The Shareholder agrees that, until the Expiry Date, the Shareholder will promptly (and in any event within 2 business days) notify Wesana, 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) accept for representation on the board of directors of the Company, or enter into (iv) any agreement, letter of intent, arrangement or understanding related material amendments to any Acquisition Proposal; (b) if 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 Shareholder receives shall provide to Wesana a copy of any Acquisition Proposal and all written communications, and such details of the proposal, inquiry, offer or request, that Wesana may reasonably request. The Shareholder agrees that, until the Expiry Date, the Shareholder will keep Wesana 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 Wesana with respect thereto. (f) The Shareholder hereby waives and agrees not to exercise any rights of appraisal or rights of dissent the Shareholder may have that may arise from the transactions contemplated by the Binding Agreement or an Alternative Transaction (or any actions or steps reasonably required in its capacity furtherance thereof). (g) The Shareholder agrees to notify Wesana promptly of the amount of any new Company Shares acquired or controlled or directed, either directly or indirectly, by the Shareholder, if any, after the date hereof. Any such additional shares shall be subject to the terms of this Agreement as though they were Shareholder’s Shares on the date hereof. (h) The Shareholder agrees to promptly notify Wesana upon becoming aware of any Material Adverse Effect on the Company. (i) The Shareholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular, listing statement or other public filing produced by the Company, Wesana and/or on their behalf in connection with the transactions contemplated by this Agreement and the Binding Agreement; and (ii) this Agreement being made publicly available, including by filing on SEDAR. (j) If Wesana concludes after the date of this Agreement that it is necessary or desirable to proceed with a holder form of Shares transaction other than pursuant to the Binding Agreement (including, without limitation, a take-over bid, merger, amalgamation, 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 Binding Agreement (any such transaction is referred to as an offer or invitation to enter into discussions“Alternative Transaction”), whether written or oralthe Shareholder agrees to support the completion of the Alternative Transaction in the same manner as the transactions contemplated by the Binding Agreement, including, in the case of a take-over bid, by causing all of the Shareholder’s Shares 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 Shareholder’s Shares 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 Shareholder agrees that, until the Expiry Date, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant take any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals action of any kind with respect which might reasonably be regarded as likely to reduce the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreementsuccess of, or any terms delay or conditions or other information concerning interfere with the Transactions; (g) it will notcompletion of, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Binding Agreement and the Merger Agreementor any Alternative Transaction (or any actions or steps reasonably required in furtherance thereof).

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Gravitas that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to in accordance with its terms as set forth in Section 34.1 (the “Expiry Time”), the Shareholder will not: (ai) without having first obtained the prior written consent of Gravitas, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees that until the Expiry Time it shall cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities: (i) at any meeting of any of the securityholders of the Company at which the Shareholder is entitled to vote, including any Company Meeting; and (ii) in any action by written consent of the securityholders of the Company, in favour of approving, consenting to, ratifying, adopting and effecting the Proposed Transactions and any actions required for the consummation of the Proposed Transactions. In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to be voted as soon as practicable following the posting of an information circular on SEDAR in connection with any such meeting of securityholders of the Company at which the Shareholder is entitled to vote, and in any event at least ten (10) Business Days prior to the date of such meeting and as far in advance as practicable of any adjournments or postponements thereof, voting all the Subject Securities eligible to be voted in favour of the Proposed Transactions and any actions required for the consummation of the Proposed Transactions. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form referred to above to Gravitas at the address below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees that until the Expiry Time it shall cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities against any proposed action by the Company, any shareholder of the Company or any other Person which would reasonably be regarded as being directed towards or likely to prevent, delay or reduce the likelihood of the successful completion of the Proposed Transactions. (d) 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 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. (e) Until the Expiry Time, the Shareholder will not, and will ensure its affiliates do not, directly or indirectly, through any officer, director, employee, advisortrustee, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) become a participant in a solicitation in opposition to the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Proposed Transactions; (dii) it will not grant assist any Person in taking or agree planning any action that would restrain or otherwise serve to grant interfere with or inhibit Gravitas in connection with the Proposed Transactions; (iii) act jointly or in concert with any proxy other Person (or other right to the Shares, or enter into any voting trust, vote pooling or other agreement group of Persons) with respect to voting securities of the right to vote, call Meetings or give consents or approvals Company for the purpose of any kind with respect to opposing the Shares, other than pursuant to the provisions hereof;Proposed Transactions; or (eiv) it will notcooperate in any way with, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest assist or participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares effort or attempt by any other Person (or any right group of Persons) to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law (after fully consulting with Vasogen), it will The Shareholder shall not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose exercise (or cause to be exercised) any personrights of dissent or rights of appraisal under any applicable laws or otherwise in connection with the Proposed Transactions or any aspect thereof or matter related thereto, firm and shall not exercise (or corporation (cause to be exercised) any other than on a confidential basis securityholder rights or remedies available at common law or pursuant to such advisors (if any) as the Shareholder Canada Business Corporations Act or applicable securities legislation against Gravitas or any of its affiliates that may determine are necessary reasonably be expected to retain specifically for adversely affect, delay, hinder, upset or challenge the purposes of this Agreement) the existence successful completion of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Proposed Transactions;. (g) it At the request of Gravitas, the Shareholder will, and will cause its applicable affiliates to, use all commercially reasonable efforts in its capacity, and their capacities, as a shareholder to assist the Company to successfully complete the Proposed Transactions and this Agreement, 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. (h) The Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, information circular, and court documents produced by Gravitas in connection with the Proposed Transactions; and (ii) this Agreement being made publicly available, including by filing on SEDAR; provided that Gravitas shall provide the Shareholder with reasonable advance notice of, and opportunity to comment on, any references to the Shareholder or its holdings of Subject Securities in such draft documentation and shall accept all reasonable comments of the Shareholder. (i) 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 Proposed Transactions without the prior written consent approval of Vasogen, not Gravitas and shall provide Gravitas with reasonable advance notice of and opportunity to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares comment on such draft documentation and shall accept all reasonable comments of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementGravitas.

Covenants of the Shareholder. 2.1 The Shareholder hereby irrevocably covenants and irrevocably agrees that during the period commencing on Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and continuing until (ii) the termination of this Agreement pursuant to Section 3:Article 6 (such earlier time, the "Expiration Time"): (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way direct all Affiliates and Associates of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related Shareholder to any Acquisition Proposaltake the actions under this Agreement; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (includingnot directly or indirectly option for sale, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogenoffer, sell, gift, assign, transfer, monetizeexchange, hypothecateassign, dispose of, pledge, tender, encumber, grant a security interest in, encumber hypothecate or otherwise convey or grant an option over any of the Shares (Subject Shares, or any right or interest therein (legal or equitable) ("Transfer")) held by it , to any person, entity or group Person or agree to do any of the foregoing; (c) except to the extent contemplated by this Agreement, not directly or indirectly grant any proxy, power of attorney or other right to vote the Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement or commitment with respect to the right to vote, call meetings of the Company Shareholders or give consents or approval of any kind with respect to any of the Subject Shares or agree to do any of the foregoing; (d) not directly or indirectly vote or cause to be voted any of the Subject Shares in respect of any proposed action by the Company in a manner which might reasonably be expected to prevent or materially delay the successful completion of the Arrangement or the other transactions contemplated by the Arrangement Agreement; (e) not directly or indirectly take any action which might be reasonably expected to impede, prevent or materially delay the approval of the Arrangement Resolution by the Company Shareholders; (f) except as required by applicable Law (after fully consulting with Vasogen)not bring, it will notor threaten to bring, prior to any suit or proceeding for the public announcement by IPCpurpose of, IPC Corp. and Vasogen of or which has the terms of the Transactionseffect of, directly or indirectly, disclose stopping, preventing, impeding, delaying or varying the Plan of Arrangement or the other transactions contemplated by the Arrangement Agreement or any aspect thereof, including not exercising any securityholder rights or remedies available at common law or pursuant to applicable securities laws; (g) not directly or indirectly take any personaction that would make any representation or warranty contained herein untrue or incorrect or that would have the effect of impairing the ability of the Shareholder to perform his, firm her or corporation its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby; (h) not exercise any Dissent Rights; (i) subject to Section 2.3 hereto, if the Arrangement Agreement is amended or terminated such that the transactions (or any of them) contemplated by the Arrangement Agreement are to be accomplished by means of an alternative transaction structure other than as currently contemplated in the Arrangement Agreement whereby the Purchaser would offer to acquire all of the Company Shares, that complies with the following terms and conditions: (i) the amended transaction would provide the Shareholder with consideration equivalent to or greater than, on an after-tax basis, the transactions set out in the Arrangement Agreement, and (ii) the consummation of the amended transaction would not take materially longer than the consummation of the transactions set out in the Arrangement Agreement (any such transaction is referred to as an "Alternative Transaction"), support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a confidential basis take-over bid, by causing all of the Subject Shares to be validly tendered in acceptance of such advisors 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 withdraw the Subject Shares from such take-over bid except with the consent of the Purchaser; and (if anyj) as not do indirectly that which the Shareholder may determine are necessary to retain specifically for not do directly by the purposes terms of this AgreementSection 2. 2.2 For greater certainty, any Company Subordinate Voting Shares, Company Multiple Voting Shares or Company Super Voting Shares or other securities of the Company that the Shareholder purchases or with respect to which the Shareholder otherwise acquires beneficial ownership (as defined in the BCBCA or in Rule 13d-3 under the Exchange Act) after the existence date of this Agreement and prior to the Expiration Time, including by reason of any vesting of restricted stock, stock split, stock dividend, reclassification, recapitalization or other similar transaction or pursuant to the exercise of options, convertible securities or warrants to purchase such shares, the conversions of any Company Shares into other classes of Company Shares or the conversion of any debt for such shares shall be subject to the terms and conditions of this Agreement, Agreement to the Arrangement same extent as if they comprised a portion of the Subject Shares and shall be deemed to be included in the Subject Shares for the purposes hereof. 2.3 The Purchaser acknowledges and agrees 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); and (b) nothing in this Agreement will prevent the Shareholder from acting in accordance with the exercise of his or her fiduciary duties or duty to act in the best interests of the Company as a director or officer of the Company or the Merger AgreementCompany’s Subsidiaries, or any terms or conditions or other information concerning after considering the Transactions; (g) it will not, without the prior written consent advice of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementexternal legal counsel.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until Until the termination of this Agreement pursuant to in accordance with Section 35, the Shareholder, in its, his or her capacity as such, agrees as follows: (a) At the Company Shareholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) held by the Shareholder (i) in favor of the adoption of the Merger Agreement and approval of the Merger (a “Merger Vote”); and (ii) except with the written consent of Parent and Merger Sub, against any (A) Acquisition Proposal, (B) reorganization, recapitalization, liquidation or winding-up of the Company (or any of its Subsidiaries) or any other extraordinary transaction involving the Company (or any of its Subsidiaries), (C) any amendment of the Company’s Amended and Restated Articles of Incorporation or Second Amended and Restated Bylaws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to impede, interfere with, prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement, or change in any manner the voting rights of the Company Common Stock, or (D) other matter relating to, or in connection with, any of the foregoing matters (collectively, together with a Merger Vote, the “Subject Matters”). Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it will is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. The Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) The Shareholder hereby revokes any and all previous proxies granted with respect to the Subject Shares. By entering into this Agreement, the Shareholder hereby grants a proxy appointing Parent as the Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in the Shareholder’s name, to vote or express consent, or otherwise to utilize such voting power in the manner contemplated by Section 3(a) above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that such proxy shall apply only to the Subject Matters. The proxy granted by the Shareholder pursuant to this Section 3(b) is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by the Shareholder shall be revoked upon termination of this Agreement in accordance with its terms. Without limiting the foregoing, in any such vote or other action pursuant to such proxy, the Parent shall in no event have the right (and shall not confer the right by proxy or otherwise) to vote against the adoption of the Merger Agreement or to vote to reduce the Merger Consideration. (c) The Shareholder agrees that it, he or she shall not, and shall not authorize or permit any of its, his or her Affiliates to, and shall cause its, his or her Affiliates’ Representatives not to, directly or indirectly, through any officer(1) encourage (including by way of furnishing or disclosing information), director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encouragemake or facilitate the making of, continue or otherwise take any other action to facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal; , (ii2) participate in any way in discussions or negotiations regarding with, or furnish or disclose any information to, any Person (other than Parent or any of its Subsidiaries) in connection with any Acquisition Proposal; , (3) release or permit the release of any Person from, or waive or permit the waiver of any provisions of, or otherwise fail to exercise its rights under, any confidentiality, standstill or similar agreement with respect to the divestiture of any voting or equity securities of Company (except for any such agreement with Parent or any of its Subsidiaries), or (iii4) accept or enter into any agreement, letter of intent, arrangement agreement-in-principle, acquisition agreement or understanding related other instrument contemplating or otherwise relating to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions;. (d) it will The Shareholder agrees not grant to, directly or agree indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect to, any or all of the Subject Shares, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy or other right card in connection with the Company Shareholders Meeting if and to the Sharesextent such proxy is consented to by Parent and is consistent with the Shareholder’s obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting trustarrangement, vote pooling whether by proxy, voting agreement or other agreement otherwise, with respect to any of the right to vote, call Meetings or give consents or approvals of any kind with respect to the Subject Shares, other than pursuant to this Agreement or in a manner consistent with the provisions Shareholder’s obligations under Sections 3(a) and 3(b) hereof; (e) it will not. The Shareholder further agrees not to, without the prior written consent of Vasogenand shall cause its Affiliates not to, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber commit or otherwise convey or grant an option over agree to take any of the Shares (foregoing actions or take any right action that may reasonably be expected to have the effect of preventing, impeding, interfering with or interest therein (legal adversely affecting its ability to perform its obligations under this Agreement. Notwithstanding the foregoing or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior anything to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of contrary set forth in this Agreement, the Arrangement Agreement Shareholder may Transfer any or all of the Merger AgreementSubject Shares (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations or by distribution to partners, members, shareholders or Affiliates of the Shareholder, so long as the transferee, prior to such Transfer, executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such Transfer). As used herein, the term “Constructive Sale” shall mean a short sale with respect to any terms Subject Shares, entering into or conditions acquiring an offsetting derivative contract with respect to any Subject Shares, entering into or acquiring a futures or forward contract to deliver any Subject Shares or entering into any other or other information concerning derivative transaction that has the Transactions; (g) it will not, without effect of materially changing the prior written consent economic benefits and risks of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementownership.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3:as follows: ---------------------------- (a) it will notAt any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Shareholder. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's articles of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (c) The Shareholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, through with any officerTakeover Proposal. (d) The Shareholder shall not, directornor shall the Shareholder permit any investment banker, employeeattorney or other adviser or representative of the Shareholder to, advisor, representative, agent or otherwise: (i) directly or indirectly solicit, initiateinitiate or encourage the submission of, knowingly encourage, continue any Takeover Proposal or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) directly or indirectly participate in any discussions or negotiations regarding any Acquisition Proposal; regarding, or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related furnish to any Acquisition Proposal; (b) if the Shareholder receives person any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Sharesinformation with respect to, or enter into take any voting trust, vote pooling other action to facilitate any inquiries or other agreement with respect to the right to vote, call Meetings or give consents or approvals making of any kind with respect proposal that constitutes, or may reasonably be expected to the Shareslead to, other than pursuant to the provisions hereof;any Takeover Proposal. (e) it will notSo long as the Merger Agreement has not been terminated, without the prior written consent of VasogenShareholder shall tender pursuant to the Offer, selland not withdraw, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any all of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementSubject Shares.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during in favour of the period commencing on Purchaser and Xxxxxx that, from the date hereof and continuing until the termination of this Agreement pursuant to in accordance with Section 34.1, except as permitted by this Agreement: (ai) it at any meeting of securityholders of the Company called to vote upon the Resolution or the transactions contemplated by the Arrangement 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 Arrangement Agreement is sought (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting in favour of the Resolution and the transactions contemplated by the Arrangement 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 Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder 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 Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees that he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person prior to the record date for the Meeting, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than as contemplated in this Agreement; (v) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, in respect of the Resolution or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vi) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder and entitled to vote at the Meeting, the Shareholder 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 Canopy concurrently with such delivery; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject Shares be voted at the Meeting in favour of the Resolution, with a copy to Canopy 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 Canopy and the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; Arrangement; (ii) participate assist any Person in taking or planning any discussions action that would reasonably be expected to compete with, restrain or negotiations regarding any Acquisition Proposal; otherwise serve to interfere with or inhibit the transactions contemplated by the Arrangement; (iii) accept act jointly or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement concert with others with respect to voting securities of the right to vote, call Meetings Company for the purpose of opposing or give consents or approvals of any kind competing with respect to the Shares, other than pursuant to transactions contemplated by the provisions hereof;Arrangement Agreement; or (eiv) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber knowingly encourage any effort or otherwise convey attempt by any other Person to do or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (fc) except The Shareholder hereby consents to, to the extent required by Law: (i) details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company or Canopy or any of their respective affiliates in connection with the Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on XXXXX operated on behalf of the Securities Authorities with all reasonable redactions made at the request of the Shareholder. (d) Except as required by applicable Law (after fully consulting with Vasogen)law or stock exchange requirements, it the Shareholder will not, prior and will ensure that its affiliates and representatives do not, make any public announcement with respect to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly transactions contemplated herein or indirectly, disclose pursuant to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent approval of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement Canopy and the Merger AgreementPurchaser.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3as follows: (a) it will notAt any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Shareholder. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's articles of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (c) The Shareholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, through with any officerTakeover Proposal. (d) The Shareholder shall not, directornor shall the Shareholder permit any investment banker, employeeattorney or other adviser or representative of the Shareholder to, advisor, representative, agent or otherwise: (i) directly or indirectly solicit, initiateinitiate or encourage the submission of, knowingly encourage, continue any Takeover Proposal or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) directly or indirectly participate in any discussions or negotiations regarding any Acquisition Proposal; regarding, or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related furnish to any Acquisition Proposal; (b) if the Shareholder receives person any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Sharesinformation with respect to, or enter into take any voting trust, vote pooling other action to facilitate any inquiries or other agreement with respect to the right to vote, call Meetings or give consents or approvals making of any kind with respect proposal that constitutes, or may reasonably be expected to the Shareslead to, other than pursuant to the provisions hereof;any Takeover Proposal. (e) it will notSo long as the Merger Agreement has not been terminated, without the prior written consent of VasogenShareholder shall tender pursuant to the Offer, selland not withdraw, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any all of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementSubject Shares.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until Until the termination of this Agreement pursuant to in accordance with Section 35, the Shareholder, in its, his or her capacity as such, agrees as follows: (a) At the Company Shareholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) held by the Shareholder (i) in favor of the adoption of the Merger Agreement and approval of the Merger (a “Merger Vote”); and (ii) except with the written consent of Parent and Merger Sub, against any (A) Acquisition Proposal, (B) reorganization, recapitalization, liquidation or winding-up of the Company (or any of its Subsidiaries) or any other extraordinary transaction involving the Company (or any of its Subsidiaries), (C) any amendment of the Company’s Amended and Restated Articles of Incorporation or Second Amended and Restated Bylaws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to impede, interfere with, prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement, or change in any manner the voting rights of the Company Common Stock, or (D) other matter relating to, or in connection with, any of the foregoing matters (collectively, together with a Merger Vote, the “Subject Matters”). Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it will is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. The Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) The Shareholder hereby revokes any and all previous proxies granted with respect to the Subject Shares. By entering into this Agreement, the Shareholder hereby grants a proxy appointing Parent as the Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in the Shareholder’s name, to vote or express consent, or otherwise to utilize such voting power in the manner contemplated by Section 3(a) above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares; provided that such proxy shall apply only to the Subject Matters. The proxy granted by the Shareholder pursuant to this Section 3(b) is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by the Shareholder shall be revoked upon termination of this Agreement in accordance with its terms. Without limiting the foregoing, in any such vote or other action pursuant to such proxy, the Parent shall in no event have the right (and shall not confer the right by proxy or otherwise) to vote against the adoption of the Merger Agreement or to vote to reduce the Merger Consideration. (c) The Shareholder agrees that it, he or she shall not, and shall not authorize or permit any of its, his or her Affiliates to, and shall cause its, his or her Affiliates’ Representatives not to, directly or indirectly, through any officer(1) encourage (including by way of furnishing or disclosing information), director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encouragemake or facilitate the making of, continue or otherwise take any other action to facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal; , (ii2) participate in any way in discussions or negotiations regarding with, or furnish or disclose any information to, any Person (other than Parent or any of its Subsidiaries) in connection with any Acquisition Proposal; , (3) release or permit the release of any Person from, or waive or permit the waiver of any provisions of, or otherwise fail to exercise its rights under, any confidentiality, standstill or similar agreement with respect to the divestiture of any voting or equity securities of Company (except for any such agreement with Parent or any of its Subsidiaries), or (iii4) accept or enter into any agreement, letter of intent, arrangement agreement-in-principle, acquisition agreement or understanding related other instrument contemplating or otherwise relating to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions;. (d) it will The Shareholder agrees not grant to, directly or agree to grant any proxy or other right to the Sharesindirectly, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (ei) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecatetender, pledge, encumber, grant a security interest in, encumber assign or otherwise convey or grant an option over any dispose of the Shares (or any right or interest therein (legal or equitable)collectively, a “Transfer”) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.or

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3: in accordance with its terms (a) it the “Expiry Time”), the Shareholder will not, not directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without having first obtained the prior written consent of Vasogen, the Purchaser: (i) sell, transfer, monetizegift, hypothecateassign, grant a participation interest in, convey, pledge, encumberhypothecate, grant a security interest in, encumber encumber, option or otherwise convey dispose of any right or grant an interest in, or enter into any forward sale, repurchase agreement, option over or other arrangement or monetization transaction with respect to, any of the Shares (its Company Securities, or any right or interest therein (legal or equitable)) held by it to any person, entity Person or group of Persons, or tender any of the Company Securities to a take- over bid or enter into any agreement, arrangement, commitment or understanding in connection therewith, or agree to do any of the foregoing, other than (A) pursuant to the Arrangement or an Alternative Transaction, (B) any exercise of warrants or options exercisable for Company Shares in accordance with their terms, or (C) to one or more corporations, family trusts, RRSP account or other entity directly or indirectly owned or controlled by, or under common control with the Shareholder, provided that (i) such transfer will not relieve the Shareholder of or from its obligations under this Agreement to vote or cause to be voted all Company Securities at the Company Meeting, (ii) prompt written notice of such transfer is provided to the Purchaser; and (iii) the transferee continues to be an entity or corporation directly or indirectly owned or controlled by the Shareholder at all times until the Expiry Time; (fii) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Company Securities into a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement voting trust or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchasepooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any agreement Company Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Company Securities (to the extent they carry a right to purchasevote): (i) at any meeting of any of the securityholders of the Company at which the Shareholder or any registered or beneficial owner of the Company Securities are entitled to vote, any additional shares of IPCincluding the Company Meeting; and (hii) it will do all things requiredin any action by written consent of the securityholders of the Company, necessaryin favour of the approval, proper or advisable to consummate consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by this Agreement, the Arrangement Agreement (and any actions required for the Merger consummation of the transactions contemplated by the Arrangement Agreement). In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit and to cause any beneficial owners of Company Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Company Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Company Circular and in any event at least 10 Business Days prior to the Company Meeting, voting all such Company Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to above to the Purchaser at the address below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Company Securities (to the extent that they carry the right to vote) against any proposed action by the Company, any Company Shareholder, any of the Company’s Subsidiaries or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal involving the Company or any Subsidiary of the Company that requires the approval of Company Shareholders under applicable Law, other than the Arrangement or an Alternative Transaction; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay 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;

Covenants of the Shareholder. (1) The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of the Purchaser: (a) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in any of the Subject Securities or tender any of the Subject Securities to a take-over bid or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than (A) pursuant to the Arrangement or an Alternative Transaction, (B) any exercise, conversion or exchange of securities exercisable, convertible or exchangeable for Purchased Securities in accordance with their terms (including, for greater certainty, any conversion of proportionate voting shares of the Company in exchange for common shares of the Company), (C) to one or more of a parent, spouse, child or grandchild of, or a corporation, partnership, limited liability company or other entity controlled by, the Shareholder or a trust or account (including an RRSP, RESP, RRIF or similar account) existing for the benefit of such Person or entity, and (D) transfers of Subject Securities for the sole purpose of paying taxes that become due and payable upon the vesting of an equity incentive held by the Shareholder at the closing of the Arrangement, provided that the Shareholder has sold all of the free trading subordinate voting shares of the Purchaser received by the Shareholder upon closing of the Arrangement and the proceeds of such sales are insufficient to pay such taxes; and provided further that the Shareholder provides notice to the Purchaser of the number of Subject Securities sold pursuant to this exemption, provided that in the case of (A), (B) and (C), and for greater certainty, any Subject Securities acquired as a result thereof shall remain Subject Securities and subject to the terms and conditions of this Agreement and any such transferee shall agree in writing with the Purchaser to be bound hereby and, in the case of a corporation, partnership, limited liability company or other entity controlled by, the Shareholder, provided that such entity remains controlled by the Shareholder until the Expiry Time; (b) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (c) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (2) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent they carry a right to vote): (a) at any meeting of any of the securityholders of the Company at which the Shareholder or any registered or beneficial owner of the Subject Securities is entitled to vote, including the meeting of Company Shareholders to be called to approve the Arrangement; 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 resolution approving the Arrangement 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 3.1(b), the Shareholder hereby agrees to deposit and to cause any beneficial owners of Subject Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Company Circular and in any event at least five Business Days prior to the meeting of Company Shareholders to be called to approve the Arrangement and as far in advance as practicable of every adjournment or postponement thereof, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the resolution approving the Arrangement. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to above to the Purchaser at the address below concurrently with its delivery as provided for above. (3) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent that they carry the right to vote) against any proposed action by the Company, any Company Shareholder, any of the Company’s Subsidiaries or any other Person (or group of Persons) other than the Purchaser: (i) in respect of (a) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing), direct or indirect, in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries or of 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (b) any direct or indirect take-over bid, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries); (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries; or (d) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries that requires the approval of Company Shareholders under applicable law, other than the Arrangement or an Alternative Transaction (collectively, an “Acquisition Proposal”); or (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay 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. (4) Until the Expiry Time, subject to Section 4.5 (if applicable), the Shareholder will not, in its capacity as such, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (ia) solicit, initiate, initiate or knowingly encourage, continue facilitate any proposal or otherwise facilitate (including, without limitation, by way of furnishing information offer that constitutes or entering into any form of agreement, arrangement may reasonably be expected to constitute or understanding) the initiation of any inquiries or proposals regarding lead to an Acquisition Proposal; . (iib) solicit proxies or become a participant in or act jointly or in concert with any person in connection with a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Purchased Securities as contemplated by the Arrangement; (c) participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal; or (d) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal. (5) The Shareholder will not: (i) exercise any dissent rights in respect of the Arrangement; (ii) contest in any way the approval of the Arrangement by any Governmental Entity; or (iii) accept take any other action of any kind, in each case which would reasonably be regarded as likely to materially delay or enter into any agreementinterfere with the completion of, letter of intent, arrangement or understanding related to any Acquisition Proposal;the transactions contemplated by the Arrangement Agreement. (b6) if the The Shareholder receives hereby consents to: (a) details of this Agreement being set out in any Acquisition Proposal in its capacity as a holder of Shares (includingpress release, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal termsinformation circular, including the price proposed to be paid Company Circular, and court documents produced by the Company, the Purchaser or any of their respective affiliates in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the Arrangement Agreement; and (b) this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Canadian provincial securities regulators. (7) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement and without the Merger Agreementprior written approval of the Purchaser.

Covenants of the Shareholder. The Each Shareholder hereby irrevocably covenants and agrees that during for the period commencing on the date hereof and continuing benefit of Parent that, until the termination of this Agreement pursuant to Section 3Expiration Date, he will: (a) it will notsubject to the provisions of Section 6 hereof, directly not sell, transfer (including by testamentary succession or indirectlyotherwise by operation of law), through pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any officercontract, directoroption or other arrangement or understanding with respect to the sale, employeetransfer, advisorpledge, representativehypothecation, agent encumbrance, assignment, tender or otherwise: other disposition of, any of the Subject Shares held by such Shareholder or any right, title or interest therein; (b) other than as expressly contemplated by this Agreement, not grant any powers of attorney or proxies or consents in respect of any of the Subject Shares held by such Shareholder, deposit any of the Subject Shares held by such Shareholder into a voting trust, enter into a voting agreement with respect to any of the Subject Shares held by such Shareholder or otherwise restrict his, her or its ability freely to exercise all voting rights with respect to the Subject Shares held by such Shareholder, or commit any other act that could restrict or otherwise affect his, her or its legal power, authority and right to vote the Subject Shares held by such Shareholder; and (c) not (i) solicit, initiate, knowingly encourage, continue initiate or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of encourage any inquiries or proposals regarding an Acquisition that constitute, or could reasonably be expected to lead to, a Competitive Proposal; , (ii) participate engage in negotiations or discussions concerning, or provide any discussions non-public information to any person or negotiations regarding any Acquisition entity relating to a Competitive Proposal; , or (iii) accept or enter into a definitive agreement relating to a Competitive Proposal. Each Shareholder shall immediately cease and cause to be terminated any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal termsexisting activities, including the price proposed to be paid in connection therewithdiscussions or negotiations with any parties, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement conducted heretofore with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (foregoing and will take reasonable steps to inform his, her or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any its agents and representatives of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogenobligations undertaken in this Section 3(c), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3as follows: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) From the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate date hereof until this Agreement is terminated in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in accordance with its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of VasogenPurchaser (to be granted or withheld in its sole discretion), sellShareholder will: (i) attend and participate in all meetings of Seller Shareholders called in connection with the Purchase Agreement, transferthe Acquisition and/or the transactions contemplated by the Purchase Agreement (including any postponements or adjournments thereof, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable"Meeting")) held by it to any person, entity or group or agree to do any of the foregoing; (fii) except at any Meeting, vote the Subject Shares, or cause the Subject Shares to be voted, for the approval of the Acquisition and the other transactions contemplated by the Purchase Agreement and other matters relating thereto presented for approval of the Seller Shareholders; and (iii) vote the Subject Shares at any Meeting or any other meeting of Seller Shareholders, or cause the Subject Shares to be voted, against the approval of any other Contract providing for an acquisition of shares, acquisition of assets, merger, consolidation or other business combination of Seller with or by any Person other than Purchaser, or providing for any amendment to Seller's Governing Documents or any other action or Contract that is intended to or could reasonably be expected to impede, interfere with, delay or discourage the Acquisition or the other transactions contemplated by the Purchase Agreement, or change the voting rights of any class of capital stock of Seller. For the avoidance of doubt, to the extent that the Shareholder is the beneficial but not the legal owner of any portion of the Subject Shares (as required by applicable Law (after fully consulting with Vasogen), it will not, disclosed in filings made on or prior to the public announcement by IPCdate hereof with the US SEC or as otherwise indicated on the signature page hereto), IPC Corp. and Vasogen the covenant set forth in Section 2(a)(i) in respect of such Subject Shares shall comprise a covenant to cause the legal owner thereof to comply with the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;thereof. (gb) it will notFrom the date hereof until this Agreement is terminated in accordance with its terms, without the prior written consent of Vasogen, not Purchaser (to be unreasonably withheldgranted or withheld in its sole discretion), purchaseShareholder will not: (i) sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any of the Subject Shares, (ii) grant any proxy, deposit any Subject Shares in a voting trust or enter into a voting agreement, power of attorney, voting trust or similar Contract with respect to the Subject Shares (except for this Agreement), or (iii) take any agreement other action that would make any representation or right to purchase, warranty of the Shareholder contained herein untrue or incorrect in any additional shares material respect or have the effect of IPC; andpreventing the Shareholder from performing its obligations hereunder. (hc) it will do all things requiredThe Shareholder shall, necessaryfrom time to time, proper execute and deliver, or advisable cause to consummate the transactions contemplated by be executed and delivered, such additional or further consents, documents, agreements and other instruments (terminating concurrently with this Agreement) as may be reasonably required for the purpose of carrying out the intent of the parties hereunder (provided that Purchaser shall bear the cost of incidental expenses incurred by the Shareholder in connection with such execution and delivery). For the avoidance of doubt, the Arrangement Agreement and Shareholder's obligations under this Section 2(c) shall not require the Merger Agreementexecution by the Shareholder of any written consent so long as Shareholder has fulfilled its obligations under Section 2(a) or the granting of any proxy.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during for the period commencing on benefit of the date hereof and continuing Buyer that, until the termination of this Agreement pursuant to Section 3Expiration Date, she: (a) it will notnot sell, directly or indirectlytransfer, through any officerpledge, directorhypothecate, employeeencumber, advisorassign, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue tender or otherwise facilitate (includingdispose of, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreementcontract, letter of intent, option or other arrangement or understanding related with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or other disposition of (any Acquisition Proposalone or more of which, a "Transfer"), any of the Gladstone Shares owned by her unless, in connection with such Transfer, the transferee executes a counterpart of this Agreement agreeing to be bound by the terms hereof; (b) if will, other than as expressly contemplated by this Agreement, not grant any powers of attorney or proxies or consents in respect of any of the Shareholder receives Gladstone Shares owned by her, deposit any Acquisition Proposal in its capacity as of the Gladstone Shares owned by her into a voting trust, enter into a voting agreement with respect to any of the Gladstone Shares owned by her or otherwise restrict the ability of the holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description any of the principal terms, including the price proposed Gladstone Shares owned by her to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponentfreely exercise all voting rights with respect thereto; (c) it will vote not cause Gladstone to take any action or (ii) consent to Gladstone taking any action, prohibited by Section 7.1 of the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the TransactionsMerger Agreement; (d) it will not grant or agree to grant knowingly take any proxy or other right to action whatsoever that, based on advice from the SharesBuyer's auditors, or enter into any voting trust, vote would prevent the Merger from qualifying for "pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereofinterests" accounting treatment; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it use her reasonable best efforts to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreementtake, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not cause to be unreasonably withheldtaken, purchaseall action, and do, or enter into any agreement or right cause to purchasebe done, any additional shares of IPC; and (h) it will do all things required, necessary, proper necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement; (f) will not exercise any appraisal or dissenter's rights, if any, with respect to the Arrangement Agreement Gladstone Shares; (g) will cooperate in all respects with Buyer in the preparation of proxy materials to be filed with the Securities and Exchange Commission (the "SEC") and any state securities authorities as contemplated by the Merger Agreement., including, without limitation, providing all data and information that Buyer shall deem necessary for said filings and as shall be required by the Securities Act and the Exchange Act. Any information supplied by Shareholder specifically for use in the preparation of and inclusion in proxy materials shall not, at the date such proxy materials (or any amendment thereof or supplement thereto) are filed with the SEC, at the time of the Gladstone Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating to Shareholder should be discovered by Shareholder which renders the information previously provided by Shareholder specifically for use in the preparation of and inclusion in the proxy materials inaccurate in any material respect, Shareholder shall promptly inform Buyer in writing; (h) at Closing Shareholder shall deliver to Buyer: (i) a release of all claims Shareholder may have against Buyer or Gladstone (except for claims arising out of this Agreement, the Merger Agreement and other agreements, certificates and documents entered into pursuant to the Merger Agreement) and (ii) a certificate signed by Shareholder confirming the accuracy of the representations made by Shareholder in this Agreement as if such representations were made at the Closing Date; and

Covenants of the Shareholder. The Shareholder hereby irrevocably Each Shareholder, severally and not jointly, covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3as follows: (a) it will notAt any meeting of the shareholders of the Company called to vote upon the Share Purchase Agreement, directly the Share Issuance or indirectlyany of the other transactions or matters contemplated by the Share Purchase Agreement, through or at any officeradjournment thereof, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions other circumstances upon which a vote, consent or negotiations regarding other approval (including by written consent) with respect to the Share Purchase Agreement, the Share Issuance or any Acquisition Proposal; of the other transactions or matters contemplated by the Share Purchase Agreement is sought, such Shareholder shall vote (iiior cause to be voted) accept all of such Shareholder’s Subject Shares in favor of, and shall consent to (or enter into any agreementcause to be consented to), letter the approval of intentthe Share Purchase Agreement, arrangement or understanding related to any Acquisition Proposal;the Share Issuance and the terms thereof and each of the other transactions and matters contemplated by the Share Purchase Agreement. (b) if At any meeting of the shareholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) of the shareholders of the Company is sought, such Shareholder receives any Acquisition Proposal in its capacity as a holder shall vote (or cause to be voted) all of such Shareholder’s Subject Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writingagainst, and provide shall not consent to Vasogen a copy thereof if written(and shall cause not to be consented to with respect to such Subject Shares) any proposal, and if verbalaction or transaction involving the Company or any of its subsidiaries or any of its shareholders, a description which proposal, action or transaction would in any manner impede, frustrate, prevent or delay the consummation of the principal terms, including transactions contemplated by the price proposed to be paid Share Purchase Agreement or this Agreement or change in connection therewith, any manner the form of consideration to be paid, the material terms and the identity voting rights of the proponent;holders of the shares of capital stock of the Company (collectively, “Frustrating Transactions”). (c) it will vote Until the date of the Closing, such Shareholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Sharesinterest therein, or enter into any voting trustloan or credit agreement, vote pooling bond, debenture, note, mortgage, indenture, lease or other agreement contract, commitment, agreement, option, instrument, arrangement, understanding, obligation or undertaking, with respect to the right to vote, call Meetings Transfer (including any profit sharing or give consents or approvals other derivative arrangement) of any kind Subject Shares or any interest therein, to any person, unless prior to any such Transfer the transferee of such Subject Shares enters into a shareholder voting agreement with Purchaser on terms substantially identical to the terms of this Agreement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the Sharesforegoing actions, other than pursuant to the provisions hereof; (e) it will this Agreement. Such Shareholder shall not, without the prior written consent of Vasogennor shall such Shareholder permit any entity under such Shareholder’s control to, sell, transfer, monetize, hypothecate, pledge, encumber, grant deposit any Subject Shares in a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementvoting trust.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination term of this Agreement pursuant to Section 3as follows: (a) it will notAt any meeting of the shareholders of VeraSun called to vote upon the issuance of shares of VeraSun Common Stock pursuant to the Merger (the “Share Issuance”) or any of the other transactions contemplated by the Merger Agreement, or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Share Issuance or the Merger or any of the other transactions contemplated by the Merger Agreement is sought, the Shareholder shall, including by executing a written consent solicitation if requested by US BioEnergy, vote (or cause to be voted) all the Subject Shares of the Shareholder in favor of the approval of the Share Issuance and of the Merger and each of the other transactions contemplated by the Merger Agreement. The Shareholder hereby agrees not to take any action by written consent in any circumstance other than in accordance with this Section 3(a). This Section 3(a) shall be deemed to be a voting agreement within the meaning of and created pursuant to Section 47-1A-731 of the SDBCA. (b) At any meeting of the shareholders of VeraSun or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent, or other approval is sought (including by written consent), the Shareholder shall vote (or cause to be voted) all the Subject Shares of the Shareholder against any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any VeraSun Takeover Proposal, (ii) any reorganization, recapitalization, dissolution, liquidation or winding up of or by VeraSun, or (iii) any amendment of VeraSun’s Articles of Incorporation or By-laws or other proposal, action or transaction involving VeraSun or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to dilute in any material respect the benefits to US BioEnergy of the Merger and the other transactions contemplated by the Merger Agreement or the transactions contemplated by this Agreement, or change in any manner the voting rights of the VeraSun Common Stock (collectively, “Frustrating Transactions”). This Section 3(b) shall be deemed to be a voting agreement within the meaning of and created pursuant to Section 47-1A-731 of the SDBCA. (c) Other than in accordance with the terms of this Agreement, the Shareholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or consent to any Transfer of, any Subject Shares or any interest therein or enter into any Contract, option or other arrangement (including any profit sharing or other derivative arrangement) with respect to the Transfer of, any Subject Shares or any interest therein to any person other than pursuant to the Merger Agreement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, through any officerVeraSun Takeover Proposal or otherwise with respect to the Subject Shares. The Shareholder shall not commit or agree to take any action inconsistent with the foregoing. The Shareholder shall not, directornor shall the Shareholder permit any entity under its control to, employeedeposit any Subject Shares in a voting trust. Notwithstanding any other provision of this Agreement, advisorthe Shareholder may Transfer all or a portion of the Shareholder’s Subject Shares to any other person if such person expressly agrees in writing with US BioEnergy to be bound by all of the provisions of this Agreement. (d) The Shareholder shall use its reasonable best efforts to take, representativeor cause to be taken, agent all actions, and to do, or otherwise: cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Merger Agreement, including, if requested by US BioEnergy, appearing at any meeting of the shareholders of VeraSun or at any adjournment or postponement thereof. The Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by this Agreement or the transactions contemplated by the Merger Agreement. (e) From and after the date of this Agreement, the Shareholder shall not, and shall not authorize or permit any of its Subsidiaries or affiliates (other than VeraSun) or any of its or their Representatives to, directly or indirectly, (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate encourage (including, without limitation, including by way of furnishing information information), or entering into take any form of agreementother action to facilitate, arrangement or understanding) the initiation of any inquiries or proposals regarding the making of any proposal that constitutes, an Acquisition VeraSun Takeover Proposal; , (ii) enter into any agreement with respect to any VeraSun Takeover Proposal or (iii) participate in any discussions or negotiations regarding an VeraSun Takeover Proposal. Without limiting the foregoing, it is agreed that any Acquisition Proposal; violation of the restrictions set forth in the preceding sentence by any Representative of Shareholder shall be a breach of this Section 3(e) by the Shareholder. The Shareholder shall immediately cease and cause to be terminated all existing discussions or (iii) accept or enter into negotiations with any agreement, letter of intent, arrangement or understanding related person conducted heretofore with respect to any Acquisition Proposal;VeraSun Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished. (bf) if the The Shareholder receives shall not issue any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer press release or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writingmake any other public statement, and provide shall not authorize or permit any of its Subsidiaries or affiliates (other than VeraSun) or any of its or their Representatives to Vasogen a copy thereof if writtenissue any press release or make any other public statement, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to voteMerger Agreement, call Meetings this Agreement, the Merger or give consents any of the other transactions contemplated by the Merger Agreement or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, this Agreement without the prior written consent of VasogenUS BioEnergy, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as may be required by applicable Law (after fully consulting with Vasogen)law, it will not, prior to including any filings required under the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;Exchange Act. (g) it will notThe Shareholder hereby covenants and agrees that for a period of 180 days following the Effective Time (the “Lock-Up Period”), without the prior written Shareholder shall not Transfer or consent of Vasogento any Transfer of, not to be unreasonably withheldany Subject Shares, purchaseor any interest therein, or enter into any agreement Contract, option or right other arrangement (including any profit sharing or other derivative arrangement) with respect to purchasethe Transfer of, any additional Subject Shares or any interest therein to any person (other than VeraSun); provided that the foregoing restriction shall not prohibit the Transfer of an aggregate of up to 200,000 of the Subject Shares by the Shareholder to a charitable foundation, a charity or a not-for-profit organization. The Shareholder shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding the provisions set forth in this Section 3(g), after the Effective Time and during the Lock-Up Period, the Shareholder may Transfer shares of IPCVeraSun Common Stock: (1) to any member of the Shareholder’s immediate family, to a trust the beneficiaries of which are exclusively the Shareholder or members of the Shareholder’s immediate family if, in any such case, such transfer is a bona fide gift, or by will or intestate succession; and (h2) pursuant to any order of, or settlement agreement not involving any public sale of such shares or securities, approved by, any court of competent jurisdiction; provided, however, that in any case referred to in clauses (1) and (2) above, it will do all things required, necessary, proper or advisable shall be a condition to consummate the transactions contemplated Transfer that the transferee agrees in writing with VeraSun to be bound by this AgreementAgreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Shareholder and not to the immediate family of the transferee). For purposes of this paragraph, “immediate family” shall mean a spouse, lineal descendent, father, mother, brother or sister of the Arrangement Agreement Shareholder, including any lineal descendent, brother or sister by adoption. In addition, nothing herein shall prohibit the Shareholder from establishing a trading plan pursuant to Rule 10b5-1 under the Exchange Act during the Lock-Up Period, provided that no sales or other Transfers occur under such plan during the Lock-Up Period, and no public announcement of any such plan occurs during the Merger AgreementLock-Up Period.

Covenants of the Shareholder. 2.1 The Shareholder hereby irrevocably covenants and irrevocably agrees that during the period commencing on Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and continuing until (ii) the termination of this Agreement pursuant to Section 3:Article 6 (such earlier time, the "Expiration Time"): (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way direct all Affiliates and Associates of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related Shareholder to any Acquisition Proposaltake the actions under this Agreement; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (includingnot directly or indirectly option for sale, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogenoffer, sell, gift, assign, transfer, monetizeexchange, hypothecateassign, dispose of, pledge, tender, encumber, grant a security interest in, encumber hypothecate or otherwise convey or grant an option over any of the Shares (Subject Shares, or any right or interest therein (legal or equitable) ("Transfer")) held by it , to any person, entity or group Person or agree to do any of the foregoing; (c) except to the extent contemplated by this Agreement, not directly or indirectly grant any proxy, power of attorney or other right to vote the Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement or commitment with respect to the right to vote, call meetings of the Company Shareholders or give consents or approval of any kind with respect to any of the Subject Shares or agree to do any of the foregoing; (d) not directly or indirectly vote or cause to be voted any of the Subject Shares in respect of any proposed action by the Company in a manner which might reasonably be expected to prevent or materially delay the successful completion of the Arrangement or the other transactions contemplated by the Arrangement Agreement; (e) not directly or indirectly take any action which might be reasonably expected to impede, prevent or materially delay the approval of the Arrangement Resolution by the Company Shareholders; (f) except as required by applicable Law (after fully consulting with Vasogen)not bring, it will notor threaten to bring, prior to any suit or proceeding for the public announcement by IPCpurpose of, IPC Corp. and Vasogen of or which has the terms of the Transactionseffect of, directly or indirectly, disclose stopping, preventing, impeding, delaying or varying the Plan of Arrangement or the other transactions contemplated by the Arrangement Agreement or any aspect thereof, including not exercising any securityholder rights or remedies available at common law or pursuant to applicable securities laws; ​ (g) not directly or indirectly take any personaction that would make any representation or warranty contained herein untrue or incorrect or that would have the effect of impairing the ability of the Shareholder to perform his, firm her or corporation its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby; (h) not exercise any Dissent Rights; (i) subject to Section 2.3 hereto, if the Arrangement Agreement is amended or terminated such that the transactions (or any of them) contemplated by the Arrangement Agreement are to be accomplished by means of an alternative transaction structure other than as currently contemplated in the Arrangement Agreement whereby the Purchaser would offer to acquire all of the Company Shares, that complies with the following terms and conditions: (i) the amended transaction would provide the Shareholder with consideration equivalent to or greater than, on an after-tax basis, the transactions set out in the Arrangement Agreement, and (ii) the consummation of the amended transaction would not take materially longer than the consummation of the transactions set out in the Arrangement Agreement (any such transaction is referred to as an "Alternative Transaction"), support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a confidential basis take-over bid, by causing all of the Subject Shares to be validly tendered in acceptance of such advisors 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 withdraw the Subject Shares from such take-over bid except with the consent of the Purchaser; and (if anyj) as not do indirectly that which the Shareholder may determine are necessary to retain specifically for not do directly by the purposes terms of this AgreementSection 2. 2.2 For greater certainty, any Company Subordinate Voting Shares, Company Multiple Voting Shares or Company Super Voting Shares or other securities of the Company that the Shareholder purchases or with respect to which the Shareholder otherwise acquires beneficial ownership (as defined in the BCBCA or in Rule 13d-3 under the Exchange Act) after the existence date of this Agreement and prior to the Expiration Time, including by reason of any vesting of restricted stock, stock split, stock dividend, reclassification, recapitalization or other similar transaction or pursuant to the exercise of options, convertible securities or warrants to purchase such shares, the conversions of any Company Shares into other classes of Company Shares or the conversion of any debt for such shares shall be subject to the terms and conditions of this Agreement, Agreement to the Arrangement same extent as if they comprised a portion of the Subject Shares and shall be deemed to be included in the Subject Shares for the purposes hereof. 2.3 The Purchaser acknowledges and agrees 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); and (b) nothing in this Agreement will prevent the Shareholder from acting in accordance with the exercise of his or her fiduciary duties or duty to act in the best interests of the Company as a director or officer of the Company or the Merger AgreementCompany’s Subsidiaries, or any terms or conditions or other information concerning after considering the Transactions; (g) it will not, without the prior written consent advice of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementexternal legal counsel.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Americas Silver that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not, and the Shareholder will ensure that no beneficial owner of the Subject Securities or Convertible Securities will: (i) without having first obtained the prior written consent of Americas Silver, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in any of the Subject Securities or Convertible Securities or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than as required by law or pursuant to the Transaction or to one or more corporations directly or indirectly wholly-owned by the Shareholder without affecting beneficial ownership or control or direction over the Subject Securities or Convertible Securities; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 Common Shares (in the case of the Transaction Resolution (as defined below)) and all the Subject Series E Shares (in the case of the Transaction Resolution and any Series E Amendment Resolution (as defined below) listed opposite its name on Schedule A: (i) at any meeting of any of the securityholders of the Company at which the Shareholder or any beneficial owner of the applicable type(s) of Subject Securities is entitled to vote, including the Shareholder Meeting; and (ii) in any action by written consent of the securityholders of the Company, in favour of the approval, consent, ratification and adoption of: (i) any resolution (the “Transaction Resolution”) to approve the Transaction and the transactions contemplated by the Transaction Agreement (and any actions required for the consummation of the transaction contemplated by the Transaction Agreement) and (ii) any resolution (the “Series E Shares Amendment Resolution”) to approve the amendment of the Series E Share Terms to (a) remove, delete or otherwise repeal subparagraph (ii) of Section 6 of the Series E Share Terms relating to the right of holders of Series E Shares to a specified cash payment upon a “Change of Control” (as defined in such Series E Share Terms) in connection with the Transaction and (b) to permit the exchange of all of the Series E Shares for non-voting preferred stock of Americas Silver in accordance with the terms of the Transaction Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit and to cause any beneficial owners of Subject Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to be voted as soon as practicable following the mailing of the Company’s proxy statement in respect of the Company Meeting (as defined below) and in any event at least 10 calendar days prior to the meeting of the shareholders of the Company, including any adjournment or postponement thereof, that is to be convened to consider, and if deemed advisable approve, the Transaction, the Transaction Resolution and the Series E Shares Amendment Resolution, as the case may be, (the “Company Meeting”) and as far in advance as practicable of every adjournment or postponement thereof, voting all the Subject Securities eligible to be voted in favor of the Transaction Resolution, the Series E Shares Amendment Resolution and any resolutions approving, consenting to, ratifying or adopting the transactions contemplated by the Transaction Agreement (and any actions required for the consummation of the transactions contemplated by the Transaction Agreement). The Shareholder hereby agrees that it will not take, nor permit 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 notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1.The Shareholder will provide copies of each such proxy or voting instruction form referred to above to Americas Silver at the address below concurrently with its delivery as provided for above. (c) 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 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. (d) The Shareholder hereby covenants, undertakes and agrees from time to 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) the Subject Securities against any proposed action by the Company, any shareholder of the Company, any of the Company’s subsidiaries or any other Person: (i) in respect of any acquisition proposal or other 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 Transaction; (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 Transaction, including without limitation any amendment to the governing documents 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 Transaction Agreement if such breach requires securityholder approval. (e) Until the Expiry Time, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit proxies or become a participant in a solicitation in opposition to or competition with Americas Silver in connection with the Transaction; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Americas Silver in connection with the Transaction; (iii) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with Americas Silver in connection with the Transaction; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise facilitate knowingly facilitate, (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to, a proposed transaction between or among the initiation Company (or any of its subsidiaries) and any inquiries other Person, other than the Transaction that would reasonably be expected to restrain or proposals regarding an Acquisition Proposal; otherwise serve to interfere, inhibit or decrease the likelihood of successfully completing the Transaction; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iiiv) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal;proposed transaction with any other Person (other than the Transaction) that would reasonably be expected to restrain or otherwise serve to interfere, inhibit or decrease the likelihood of successfully completing the Transaction; and (bvi) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law (after fully consulting with Vasogen), it The Shareholder will not, prior and the Shareholder will ensure that no beneficial owner of Subject Securities will, to the public announcement by IPC, IPC Corp. and Vasogen extent applicable: (i) exercise any dissent rights in respect of the terms Transaction; or (ii) 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 Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement Transaction or the Merger transactions contemplated by the Transaction Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it At the request of Americas Silver, the Shareholder will, and will notcause its applicable affiliates to, use all commercially reasonable efforts in its capacity, and their capacities, as a shareholder to assist the Company and Americas Silver, as applicable, to successfully complete the Transaction and the other transactions contemplated by the Transaction Agreement and this Agreement, including without limitation cooperating with Americas Silver and the prior written consent of Vasogen, not Company to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; andmake all requisite regulatory filings. (h) it will do all things requiredThe Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Company Circular and the proxy circular of Americas Silver in connection with the Transaction, and any court document produced by the Company, Americas Silver or advisable to consummate any of their respective affiliates in connection with the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Transaction Agreement; and (ii) this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Canadian Securities Administrators and the U.S. Securities and Exchange Commission’s Electronic Data Gathering Analysis and Retrieval system (EXXXX). (i) Except as required by applicable 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 Transaction Agreement without the prior written approval of Americas Silver.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during the period commencing on from the date hereof and continuing of this Agreement until the earlier of the termination of this Agreement pursuant to Section 3in accordance with its terms and the Effective Time (such earlier time being the “Expiry Time”), the Shareholder shall not: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitsell, initiatetransfer, knowingly encouragegift, continue assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation dispose of any inquiries right or proposals regarding an Acquisition Proposal; interest in (iiany such event, a “Transfer”) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept of the Subject Shares, or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, without having first obtained the form prior written consent of consideration Purchaser, other than pursuant to be paidthe Arrangement Agreement or Investment Agreement; or (ii) other than as set forth herein, the material terms and the identity grant any proxies or powers of attorney, deposit any Subject Shares into a voting trust, in any way transfer any of the proponent; (c) it will vote voting rights associated with any of the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Subject Shares, or enter into any a voting trust, vote pooling agreement understanding or other agreement arrangement with respect to (A) the right to vote, call Meetings (B) the calling of meetings of Company Shareholders or give (C) the giving of any consents or approvals of any kind with respect to the any Subject Shares, other than pursuant to the provisions hereof;. (eb) it will notThe Shareholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time to vote (or cause to be voted) all the Subject Shares at any meeting of any of the securityholders of the Company at which the Shareholder is entitled to vote, including without limitation the prior Company Meeting, and in any action by written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any the securityholders of the Shares Company: (or any right or interest therein (legal or equitable)i) held by it to any person, entity or group or agree to do any in favour of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen)approval, it will notconsent, prior to the public announcement by IPC, IPC Corp. ratification and Vasogen adoption of the terms of Arrangement Resolution and the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, transactions contemplated by the Arrangement Agreement or (and any actions required for the Merger consummation of the transactions contemplated by the Arrangement Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC); and (hii) against any: (A) 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) (B) action that would reasonably be expected to impede, delay, interfere with, or discourage the transactions contemplated by the Arrangement Agreement; and (C) action that would result in a breach of any covenant or other obligation of the Company in the Arrangement Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit a proxy (or other appropriate voting instrument), duly completed and executed in respect of all of the Subject Shares at least 10 days prior to the Company Meeting, voting all such Subject Shares in favour of the Arrangement Resolution. The Shareholder hereby agrees that neither it nor any person on its behalf will do all things requiredtake any action to revoke, necessaryamend or invalidate any proxy deposited by the Shareholder pursuant to this Agreement unless prior written consent from Purchaser has been obtained or this Agreement is terminated in accordance with Section 4.1. (c) The Shareholder hereby consents to: (i) details of this Agreement being set out in any information circular and court documents produced by the Company, proper Purchaser or advisable to consummate any of their respective affiliates in connection with the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on SEDAR and XXXXX, without redaction other than certain contact information set out in Section 4.7 herein; in each case, if and to the extent required under applicable Securities Laws.

Covenants of the Shareholder. 2.1 The Shareholder hereby irrevocably covenants and agrees that during the period commencing on Shareholder shall, from the date hereof and continuing until the termination of this Agreement pursuant to Section 34.2, except as permitted by this Agreement, not, directly or indirectly: (a) it will notoption for sale, directly or indirectlyoffer, through any officersell, directortransfer, employeeassign, advisorexchange, representativegift, agent or otherwise: (i) solicitdispose of, initiatepledge, knowingly encourageencumber, continue grant a security interest in, hypothecate or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept convey or enter into any agreementforward sale, letter of intent, arrangement repurchase agreement or understanding related other monetization transaction with respect to any Acquisition Proposalof the Subject Securities, or any right or interest exercisable or convertible into Subject Securities, to any Person or agree to do any of the foregoing, other than (i) pursuant to the Arrangement, (ii) pursuant to the exercise of Subject Securities in accordance with their terms for Common Shares; (iii) if the Shareholder is an individual, (A) to any member of the Shareholder’s immediate family or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family or (B) to the Shareholder’s estate and/or beneficiaries pursuant to the applicable laws of xxxxx and estates or intestacy upon the death of the Shareholder; or (iv) transferring the Shareholder’s Subject Securities to one or more corporations, family trusts, RRSP accounts or other entity directly or indirectly owned or controlled by, or under common control with, the Shareholder, provided, in the case of each of clause (iii) and (iv), that the transferee agrees to be bound by the terms of this Agreement as though it were an original signatory hereto; (b) if the Shareholder receives any Acquisition Proposal in its capacity except as a holder of Shares (including, without limitation, an offer or invitation to enter into discussionscontemplated by Section 3.1(c), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy proxy, power of attorney or other right to vote the SharesSubject Securities, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings meetings of the shareholders of the Company or give consents or approvals approval of any kind with respect to any of the Shares, other than pursuant Subject Securities; (c) exercise the voting rights attaching to the provisions hereofSubject Securities (which have a right to vote) in respect of any proposed action by the Company in a manner which would reasonably be expected to prevent or delay the completion of the Arrangement or any other transaction contemplated by the Arrangement Agreement; (d) solicit, initiate, knowingly 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 its Subsidiaries) any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (e) it will notenter into, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber engage in or otherwise convey participate in any discussions or grant negotiations with any Person (other than the Purchaser) in respect of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an option over Acquisition Proposal; (f) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Acquisition Proposal; (g) withdraw support, or propose publicly to withdraw support, from the Arrangement or any other transaction contemplated by the Arrangement Agreement, or make any statements which may reasonably be construed as being opposed to the Arrangement or any other transaction contemplated by the Arrangement Agreement or any aspect thereof; (h) join in the requisition of any meeting of the Shares securityholders of the Company for the purpose of considering any resolution related to any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent or frustrate the completion of the Arrangement or any other transaction contemplated by the Arrangement Agreement; or (i) 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 the Arrangement or any other applicable transaction contemplated by the Arrangement Agreement or any aspect thereof, including any suit or proceeding relating to the Shareholder’s exercise any appraisal rights, dissent rights or other securityholder rights or remedies available at common law or pursuant to applicable Securities Laws. 2.2 The Shareholder hereby covenants and agrees that the Shareholder shall, from the date hereof until the termination of this Agreement pursuant to 4.2, promptly notify the Purchaser if at any time after the date hereof it acquires any Subject Securities (including pursuant to the exercise Company Options or the Company Warrants or the settlement of the Company RSUs) or any right or interest therein (legal exercisable or equitable)) held convertible into Subject Securities, and any such securities acquired by it the Shareholder after the date hereof shall be subject to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) this Agreement as though owned by the Shareholder may determine are necessary to retain specifically for on the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementdate hereof.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Neuronetics that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement in accordance with its terms pursuant to Section 34.1 (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of Neuronetics: ​ (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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 (A) pursuant to the Arrangement or (B) any exercise of Greenbrook Options for Shares in accordance with their terms, conversion of debt under the Greenbrook Credit Agreement or the Greenbrook Subordinated Convertible Notes, as applicable, in accordance with their terms or settlement of Greenbrook PSUs or Greenbrook RSUs in accordance with their terms; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of Greenbrook for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities: (ai) at any meeting of any of the securityholders of Greenbrook at which the Subject Securities are entitled to vote, including the Greenbrook Meeting; and (ii) in any action by written consent of the securityholders of Greenbrook, 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 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Greenbrook Proxy Statement and in any event at least 10 calendar days prior to the Greenbrook Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent that they carry the right to vote): (i) against any Greenbrook Acquisition ​ Proposal or Greenbrook Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Greenbrook or any Subsidiary of Greenbrook that requires the approval of securityholders of Greenbrook, and any proposed action by Greenbrook, any Shareholder, any of Greenbrook’s Subsidiaries or any other Person in connection therewith, in each case other than the Arrangement; (ii) against any proposed action by Xxxxxxxxxx, any Greenbrook Shareholder, any of Greenbrook’s Subsidiaries or any other Person which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of Greenbrook or any of its Subsidiaries or their respective corporate structures or capitalization; and (iii) against any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of Greenbrook under the Arrangement Agreement. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least twenty percent of the Shares of Greenbrook, where such transaction requires the approval of the securityholders of Greenbrook, other than the Arrangement, is presented prior to the Expiry Time for approval of, or acceptance by, securityholders of Greenbrook, whether or not it may be recommended by the Greenbrook Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (e) Until the Expiry Time, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisorshareholder, representative, representative or agent or otherwise: : (i) solicit proxies or knowingly become a participant in a solicitation in opposition to or competition with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of Greenbrook for the purpose of opposing or competing with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise knowingly facilitate (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Greenbrook or any Subsidiary or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiry, proposal or proposals regarding an offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ​ (iiv) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Neuronetics) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (vi) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Greenbrook Acquisition Proposal; (iiivii) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, understanding or arrangement in respect of a Greenbrook Acquisition Proposal or understanding related any inquiry, proposal or offer that may reasonably be expected to any constitute or lead to, a Greenbrook Acquisition Proposal;; or (bviii) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law The Shareholder will not (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen i) exercise any dissent rights in respect of the terms Arrangement; (ii) contest in any way the approval of the TransactionsArrangement by any Governmental Entity; or (iii) take any other action of any kind, directly in each case, which would reasonably be regarded as likely to reduce the success of, or indirectly, disclose to any person, firm materially delay or corporation (other than on a confidential basis to such advisors (if any) as interfere with the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreementcompletion of, the transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will, and will notcause each of its affiliates and representatives to, without the prior written consent of Vasogenimmediately cease and terminate, not any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than Neuronetics) with respect to be unreasonably withheldany inquiry, purchaseproposal or offer that constitutes, or enter into any agreement may reasonably be expected to constitute or right to purchaselead to, any additional shares of IPC; anda Greenbrook Acquisition Proposal. (h) it will do all things requiredThe Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Greenbrook Proxy Statement, and court documents produced by Greenbrook, Neuronetics or advisable to consummate 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 the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) and the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) operated on behalf of the Securities Authorities. (i) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement and without the Merger Agreement.prior written approval of Neuronetics. ​

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3as follows: (a) it will The Shareholder shall not, directly or indirectlyexcept as contemplated by the terms of this Agreement, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitsell, initiatetransfer, knowingly encouragepledge, continue assign or otherwise facilitate dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of the Shares to any person other than Acquisition Sub or Acquisition Sub's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) At any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the Shareholder shall as requested by Parent or Acquisition Sub (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an cooperating with Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement Sub with respect to the right irrevocable proxy granted to Acquisition Sub pursuant to Section 9 below), vote (or cause to be voted) the Shareholder's Shares in favor of the Merger, the adoption by the Company of the Merger EXECUTION COPY Agreement and the approval of the other transactions contemplated by the Merger Agreement. At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, call Meetings consent or give consents other approval is sought, the Shareholder shall as requested by Parent or approvals of Acquisition Sub as provided above vote (or cause to be voted) the Shareholder's Shares against (i) any kind with respect to the Shares, merger agreement or merger (other than pursuant to the provisions hereof; Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal (ecollectively, "Alternative Transactions") it will notor (ii) any amendment of the Company's Articles of Incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, without which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, the prior written consent of VasogenMerger, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber the Merger Agreement or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementAgreement (collectively, "Frustrating Transactions").

Covenants of the Shareholder. 2.1 The Shareholder hereby irrevocably covenants and irrevocably agrees that during the period commencing on Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and continuing until (ii) the termination of this Agreement pursuant to Section 3Article 8, except as permitted by this Agreement or the Arrangement Agreement: (a) it will notnot option for sale, directly or indirectlyoffer, through any officersell, directorassign, employeetransfer, advisorexchange, representativedispose of, agent or otherwise: (i) solicitpledge, initiateencumber, knowingly encouragegrant a security interest in, continue hypothecate or otherwise facilitate convey any of the Subject Shares, or any right or interest therein (includinglegal or equitable), without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition ProposalPerson or agree to do any of the foregoing, other than pursuant to the Arrangement Agreement; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy proxy, power of attorney or other right to vote the Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings meetings of the Company’s shareholders or give consents or approvals approval of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Subject Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (fc) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior not vote or cause to the public announcement by IPC, IPC Corp. and Vasogen be voted any of the terms Subject Shares in respect of any proposed action by the Company in a manner which might reasonably be expected to prevent or materially delay the successful completion of the TransactionsArrangement or the other transactions contemplated by the Arrangement Agreement; (d) Shareholder will not exercise any Dissent Rights; and (e) Shareholder will not exercise any options to purchase Company Common Shares that it may hold, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions . 2.2 Notwithstanding any other provision of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;Parent and Purchaser hereby agree and acknowledge that: (ga) it will not, without the prior written consent Shareholder is bound hereunder solely in its capacity as a securityholder of Vasogen, the Company and that the provisions hereof shall not be deemed or interpreted to be unreasonably withheld, purchase, bind the Shareholder in its capacity as a director or enter into any agreement or right to purchase, any additional shares officer of IPCthe Company (if the Shareholder holds such office); and (hb) it nothing in this Agreement will do all things requiredprevent Shareholder or any of its Representatives from acting in accordance with the exercise of his or her fiduciary duties or duty to act in the best interests of the Company as a director or officer of the Company and/or the Company’s subsidiaries, necessary, proper or advisable to consummate after considering the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementadvice of counsel.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during in favour of the period commencing on Purchaser that, from the date hereof and continuing until the termination of this Agreement pursuant to in accordance with Section 34.1, except as permitted by this Agreement: (ai) it at any meeting of securityholders of the 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 (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting in favour of the 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 and each of the transactions contemplated by the Proposal Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder 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 Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees that he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person, other than pursuant to the Proposal Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement; (v) the Shareholder shall as a holder of Subject Shares cooperate with the Company and the Purchaser to the extent requested by either to successfully complete the Amended Arrangement and the other transactions contemplated by the Proposal Agreement and this Agreement and to oppose any of the Prohibited Matters; (vi) the Shareholder 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 Shareholder may have; and (vii) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder, the Shareholder 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 Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject 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 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; Amended Arrangement; (ii) participate assist any Person in taking or planning any discussions action that would reasonably be expected to compete with, restrain or negotiations regarding any Acquisition Proposal; otherwise serve to interfere with or inhibit the transactions contemplated by the Amended Arrangement; (iii) accept act jointly or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement concert with others with respect to voting securities of the right to vote, call Meetings Company for the purpose of opposing or give consents or approvals of any kind competing with respect to the Shares, other than pursuant to transactions contemplated by the provisions hereof;Amended Arrangement; or (eiv) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber encourage any effort or otherwise convey attempt by any other Person to do or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (fc) except The Shareholder hereby consents to: (i) 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; and (ii) this Agreement being made publicly available, including by filing on SEDAR operated on behalf of the Securities Authorities. (d) Except as required by applicable Law (after fully consulting with Vasogen)law or stock exchange requirements, it the Shareholder will not, prior and will ensure that its affiliates and representatives do not, make any public announcement with respect to the public announcement by IPC, IPC Corp. and Vasogen of transactions contemplated herein or pursuant to the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Proposal Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent approval of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementPurchaser.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Gage that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not directly or indirectly, without having first obtained the prior written consent of Gage: (ai) sell, transfer, gift, assign, grant a participation interest in, convey, pledge, hypothecate, grant a security interest in, encumber, option or otherwise dispose of any right or interest in, or enter into any forward sale, repurchase agreement, option or other arrangement or monetization transaction with respect to, any of its Purchaser Securities, or any right or interest therein (legal or equitable) to any Person or group of Persons, other than (A) any exercise of warrants or options exercisable for Purchaser Common Shares in accordance with their terms, or (B) to one or more corporations, family trusts, RRSP account or other entity directly or indirectly owned or controlled by, or under common control with the Shareholder, provided that (i) such transfer will not relieve the Shareholder of or from its obligations under this Agreement to vote or cause to be voted all Purchaser Securities at the Purchaser Meeting, (ii) prompt written notice of such transfer is provided to the Gage; and (iii) the transferee continues to be an entity or corporation directly or indirectly owned or controlled by the Shareholder at all times until the Expiry Time. (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Purchaser Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Purchaser Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Purchaser for the purpose of considering any resolution opposing the Arrangement or any of the transactions contemplated in the Arrangement Agreement. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Purchaser Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of the Purchaser at which the Shareholder or any registered or beneficial owner of the Purchaser Securities are entitled to vote, including the Purchaser Meeting; and (ii) in any action by written consent of the securityholders of the Purchaser, in favour of the approval, consent, ratification and adoption of the Purchaser Shareholder 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 3.1(b), the Shareholder hereby agrees to deposit and to cause any beneficial owners of Purchaser Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Purchaser Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Purchaser Circular and in any event at least 10 Business Days prior to the Purchaser Meeting, voting all such Purchaser Securities (to the extent that they carry the right to vote) in favour of the Purchaser Shareholder Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to above to Gage and the Purchaser at the addresses below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Purchaser Securities (to the extent that they carry the right to vote) against any proposed action by any Person which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement. If the Shareholder is the beneficial owner, but not the registered holder, of any of its Purchaser Securities, the Shareholder agrees to take all actions necessary to cause the registered holder and any nominees to vote all of its Purchaser Securities in accordance with this Section 3.1(c). (d) The Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicitsolicit proxies or become a participant in a solicitation in opposition to or competition with the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, initiaterestrain or otherwise serve to interfere with or inhibit the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of the Purchaser for the purpose of opposing or competing with the Arrangement; (iv) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify support for the transactions contemplated by the Arrangement Agreement; or (v) cooperate in any way with, assist or participate in, knowingly encourage, continue encourage or otherwise facilitate (including, without limitation, or encourage any effort or attempt by way of furnishing information any other Person to do or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (fe) except as required by applicable Law (after fully consulting with Vasogen), it The Shareholder will not, prior to : (i) contest in any way the public announcement by IPC, IPC Corp. and Vasogen approval of the terms Arrangement by any Governmental Entity; or (ii) take any other action of the Transactionsany kind, directly or indirectly, disclose in each case which might reasonably be regarded as likely to any personreduce the success of, firm or corporation delay or interfere with the completion of, the transactions contemplated by the Arrangement Agreement. (other than on a confidential basis to such advisors (if anyf) as At the request of Gage or the Purchaser, the Shareholder may determine are necessary will, and will cause its applicable affiliates and representatives to, use all commercially reasonable efforts in its capacity, and their capacities, as a Purchaser Shareholder to retain specifically for assist the purposes of this Agreement) Purchaser and Gage to successfully complete the existence of Arrangement and the terms other transactions contemplated by the Arrangement Agreement and conditions of this Agreement, including, without limitation, cooperating with the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;Purchaser and Gage to make all requisite regulatory filings. (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; andThe Shareholder hereby consents to: (hi) it will do all things requiredthe details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Purchaser Circular, and court documents produced by the Purchaser and Gage or advisable to consummate any of their respective affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement; and (ii) if so determined by the Purchaser or if required by applicable Law, this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authorities. (h) Except as required by applicable Law, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement without the prior written approval of Gage and the Merger AgreementPurchaser.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with SII that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not, and the Shareholder will ensure that no beneficial owner of the Subject Shares will: (ai) without having first obtained the prior written consent of SII, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest (each, a “Transfer”) in any of the Subject Shares 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 wholly-owned by the Shareholder without affecting beneficial ownership or control or direction over the Subject Shares; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Shares into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Shares; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of CFCL for the purpose of considering any resolution; provided that the Shareholder shall be permitted to Transfer all or any portion of its Class A Shares following the record date for the CFCL Meeting without the requirement to obtain the prior written consent of SII provided that (x) the Shareholder retains the right to vote such Class A Shares (and does not grant to the purchasers or other counterparty to such Transfer a power of attorney or proxy allowing such purchasers or counterparties to vote the Class A Shares) at the CFCL Meeting, and (y) the Shareholder votes such Class A Shares at the CFCL Meeting in accordance with this Agreement. (b) The Shareholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time, to cause to be counted as present in person or by proxy for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Shares: (i) at any meeting of any of the securityholders of CFCL at which the Shareholder or any beneficial owner of the applicable type(s) of Subject Shares is entitled to vote, including the CFCL Meeting; and (ii) in any action by written consent of the securityholders of CFCL, in favour of the approval, consent, ratification and adoption of the applicable CFCL 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 3.1(b), the Shareholder hereby agrees to deposit and to cause any beneficial owners of Subject Shares eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Shares eligible to be voted as soon as practicable following the mailing of the CFCL Circular and in any event at least four (4) Business Days prior to the CFCL Meeting and as far in advance as practicable of every adjournment or postponement thereof, voting all the Subject Shares eligible to be voted in favour of the applicable CFCL 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 Person on its behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form referred to above to SII at the address below concurrently with its delivery as provided for above. (c) 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 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. (d) The Shareholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time, to cause to be counted as present in person or by proxy for purposes of establishing quorum and to vote (or cause to be voted) the Subject Shares against any proposed action by CFCL, any securityholder of CFCL or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving CFCL, 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 CFCL or its corporate structure or capitalization; or (iii) that would result in a breach of any representation, warranty, covenant or other obligation of CFCL under the Arrangement Agreement if such breach requires securityholder approval. (e) Until the Expiry Time, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit proxies or become a participant in a solicitation in opposition to or competition with SII in connection with the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit SII in connection with the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of CFCL for the purpose of opposing or competing with SII in connection with the Arrangement; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise facilitate knowingly facilitate, (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of CFCL or CGAL or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiry, proposal or proposals regarding offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; Proposal (iiother than an Acquisition Proposal made by SII or an affiliate of SII pursuant to the Arrangement Agreement); (v) knowingly participate in any discussions or negotiations with any Person (other than SII 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; or ; (iiivi) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal; Proposal (b) if the Shareholder receives any other than an Acquisition Proposal in its capacity as a holder made by SII or an affiliate of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than SII pursuant to the provisions hereof;Arrangement Agreement); or (evii) it will notcooperate in any way with, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest assist or participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law (after fully consulting with Vasogen), it The Shareholder will not, prior to and the public announcement by IPC, IPC Corp. and Vasogen Shareholder will ensure that no beneficial owner of Subject Shares will: (i) exercise any dissent rights in respect of the terms Arrangement; or (ii) 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 Transactions, directly Arrangement or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; andThe Shareholder hereby consents to: (hi) it will do all things requireddetails of this Agreement being set out in any press release, necessaryinformation circular, proper including the CFCL Circular, and court documents produced by CFCL, CGAL, New Administrator or advisable to consummate SII 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 the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authorities in Canada. (h) 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 and without the Merger Agreementprior written approval of SII.

Covenants of the Shareholder. The (a) Each Shareholder agrees with, and covenants to, SBS that such Shareholder shall not, prior to the final dissolution of the Company pursuant to the Plan of Liquidation and the BCA, (i) sell, assign, pledge, transfer or otherwise dispose of (including without limitation any indirect Transfer effected through the Transfer of any equity interest in a Shareholder which is not a natural person,a "Transfer") or consent to any Transfer of, any or all the Shares or any interest therein, (ii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, except under or in accordance or not in conflict with this Agreement, or (iii) deposit such Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Shares or otherwise limit such Shareholder's power to vote his or its Shares in a manner that conflicts with this Agreement. RSL has indicated to SBS his intention to purchase shares of SBS Common Stock on or prior to the Closing Date, which purchases may be in an aggregate amount of up to 1,000,000 shares, and SBS has indicated to RSL its approval of any such purchases. (b) Each Shareholder agrees that, on or prior to the Closing Date, it will not (i) initiate or solicit, directly or indirectly, any inquiries or the making of any Acquisition Proposal or (ii) engage in negotiations or discussions with, or furnish any information or data to, any third party relating to an Acquisition Proposal. (c) Each Shareholder hereby irrevocably covenants grants to, and appoints, SBS and Xxxxx Xxxxx, in his capacity as Chief Executive Officer of SBS, and any individual who shall hereafter succeed to any such office of SBS, and each of them individually, such Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all Shares for which it has or shares the power to vote, or grant a consent or approval in respect of such Shares in any manner permitted by the BCA, (i) in favor of any of the transactions contemplated by the Reorganization Agreement and (ii) against any Competing Transaction. The foregoing proxy shall terminate automatically upon the termination of this Agreement under Section 8. It is understood that such Shareholder retains its voting rights except to the extent specifically set forth in this Section 4(c). Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in connection with the execution of the Reorganization Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (d) RSL hereby unconditionally and irrevocably guarantees to SBS the due, prompt and faithful performance of, and compliance with, all agreements and obligations of the other Shareholders in this Agreement. (e) RSL hereby agrees that during that, effective immediately prior to the Closing Date, the December Purchase Agreement shall be terminated without liability to the Company or Subsidiary of the Company party thereto. Each Shareholder agrees to execute and deliver to SBS an "affiliate" letter contemplated by Section 6.12 of the Reorganization Agreement. (f) On and after the Closing Date, RSL shall use all reasonable efforts to cause the Company to consummate the Liquidation in accordance with the Plan of Liquidation and the BCA. (g) During the period commencing on the date hereof Closing Date and continuing until ending on the termination earlier of this Agreement pursuant to Section 3: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way the second anniversary of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; Closing Date and (ii) participate in 180 days after the date RSL is no longer a director of SBS, each Shareholder agrees not to Transfer any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter shares of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the SBS Common Stock acquired by such Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will notReorganization Agreement, without the prior written consent of Vasogenthe Board of Directors of SBS, sellexcept (x) in connection with any merger, transferbusiness combination or similar transaction to which SBS may be a party or (y) in the case of RSL, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber for any Transfers to another Shareholder or otherwise convey or grant to an option over any "Affiliate" of the Shares type described in clause (or any right or interest therein (legal or equitable)ii)(x) held by it to any person, entity or group or agree to do any of the foregoing;definition thereof set forth below, provided such Affiliate agrees in writing to be bound by the provisions of this Agreement applicable to RSL with respect to the shares so Transferred. (fh) except as required During the period ending on the fifth anniversary of the Closing Date, (i) each Shareholder shall give SBS at least five business days' prior written notice of any proposed Transfer of any shares of SBS Common Stock beneficially owned by applicable Law such Shareholder and (after fully consulting with Vasogen), it will ii) such Shareholder shall not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly shall cause his or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will notits Affiliates not to, without the prior written consent of Vasogenthe Board of Directors of SBS, (A) acquire beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of any SBS Common Stock, if after giving effect to such acquisition, such persons would beneficially own, in the aggregate, 20% or more of the SBS Common Stock; provided, that, (x) the foregoing covenant shall not be deemed to be unreasonably withheld, purchase, or enter into breached as a result of any agreement or right to purchase, repurchase by SBS of any additional of its outstanding shares of IPC; andSBS Common Stock and (y) nothing contained herein shall be deemed a waiver or other approval on the part of the Board of Directors of SBS with respect to the applicability, at any time after the Closing Date, of the provisions of Article 6 of the Statuts Coordonnes of SBS as in effect any time; (hB) it will do all things requireddirectly or indirectly, necessaryparticipate in, proper encourage or advisable support any solicitation of proxies in opposition to consummate any proposal made by the transactions contemplated by this AgreementBoard of Directors of SBS in connection with any shareholders' meeting of SBS; or (C) sell to any person or group of related persons in a privately negotiated transaction (or series of related privately negotiated transactions) shares of SBS Common Stock representing, at the Arrangement Agreement and time of any such proposed sale, 5% or more of the Merger Agreementoutstanding shares of SBS Common Stock.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during in favour of the period commencing on Purchaser and Xxxxxx that, from the date hereof and continuing until the termination of this Agreement pursuant to in accordance with Section 34.1, except as permitted by this Agreement: (ai) it at any meeting of securityholders of the Company called to vote upon the Resolution or the transactions contemplated by the Arrangement 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 Arrangement Agreement is sought (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting in favour of the Resolution and the transactions contemplated by the Arrangement 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 Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder 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 Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees that he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person prior to the record date for the Meeting, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than as contemplated in this Agreement; (v) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, in respect of the Resolution or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vi) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder and entitled to vote at the Meeting, the Shareholder 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 Canopy concurrently with such delivery; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject Shares be voted at the Meeting in favour of the Resolution, with a copy to Canopy 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 Canopy and the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; Arrangement; (ii) participate assist any Person in taking or planning any discussions action that would reasonably be expected to compete with, restrain or negotiations regarding any Acquisition Proposal; otherwise serve to interfere with or inhibit the transactions contemplated by the Arrangement; (iii) accept act jointly or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement concert with others with respect to voting securities of the right to vote, call Meetings Company for the purpose of opposing or give consents or approvals of any kind competing with respect to the Shares, other than pursuant to transactions contemplated by the provisions hereof;Arrangement Agreement; or (eiv) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber knowingly encourage any effort or otherwise convey attempt by any other Person to do or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (fc) except The Shareholder hereby consents to, to the extent required by Law: (i) details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company or Canopy or any of their respective affiliates in connection with the Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on SEDAR operated on behalf of the Securities Authorities with all reasonable redactions made at the request of the Shareholder. (d) Except as required by applicable Law (after fully consulting with Vasogen)law or stock exchange requirements, it the Shareholder will not, prior and will ensure that its affiliates and representatives do not, make any public announcement with respect to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly transactions contemplated herein or indirectly, disclose pursuant to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent approval of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement Canopy and the Merger AgreementPurchaser.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until Until the termination of this Agreement pursuant to in accordance with Section 35, such Shareholder, in his, her or its capacity as such, agrees as follows: (a) At the Company Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Company Meeting upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought , such Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) (i) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement and the transactions contemplated hereby and any matter that could reasonably be expected to facilitate the Merger; (ii) in favor of any alternative structure as may be agreed upon by Parent, Merger Sub and the Company reflect the acquisition by Parent and Merger Sub of the Company or of control of the Company, provided that such alternative structure is on terms in the aggregate no less favorable to the Company's stockholders that the terms of the Merger Agreement; and (iii) except with the written consent of Merger Sub, against any Company Alternative Proposal, the consummation of any Superior Proposal or any action, proposal, or agreement or transaction (other than the Merger, the Merger Agreement or the transaction contemplated thereby) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or which could be inconsistent with the Merger of any other transaction contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it will is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Such Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). This Agreement is intended to bind the Shareholder as a shareholder of the Company only with respect to the specific matters set forth herein. (b) Such Shareholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any person, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Meeting if and to the extent such proxy is consistent with the Shareholder's obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement. Such Shareholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (c) Such Shareholder shall not, nor shall such Shareholder permit any controlled affiliate of such Shareholder to, nor shall such Shareholder act in concert with or permit any controlled affiliate to act in concert with any person to make, or in any manner participate in, directly or indirectly, a "solicitation" (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of Common Stock intended to facilitate any Company Alternative Proposal or to cause shareholders of the Company not to vote to approve and adopt the Merger Agreement. Such Shareholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Shareholder not to, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) , enter into, solicit, initiate, conduct or continue any discussions or negotiations with, or knowingly encourage, continue encourage or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of respond to any inquiries or proposals regarding an Acquisition by, or provide any information to, any person, other than Merger Sub, relating to any Company Alternative Proposal; (ii) participate . Such Shareholder hereby represents that, as of the date hereof, it is not engaged in any discussions or negotiations regarding with any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related party other than Merger Sub with respect to any Acquisition Company Alternative Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions;. (d) it will not grant The Shareholder agrees that any shares of Stock of the Company that the Shareholder purchases or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to which the right to vote, call Meetings or give consents or approvals Shareholder otherwise acquires beneficial ownership after the date of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, this Agreement and prior to the public announcement by IPCExpiration Date ("New Shares"), IPC Corp. and Vasogen any and all other shares or securities of the terms Company issued, exchanged, issuable or exchangeable in respect of the Transactions, directly or indirectly, disclose New Shares shall be subject to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, Agreement to the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional same extent as if they constituted shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementStock.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during unconditionally covenants, undertakes and agrees, from time to time, until the period commencing on earlier of (i) the date hereof Effective Time, and continuing until (ii) the termination of this Agreement pursuant to in accordance with Section 34.1 hereof: (ai) it will notto cause to be counted as present for purposes of establishing quorum all the Company Shares held by the Shareholder, directly at any meeting of Company Shareholders at which the Shareholder is entitled to vote, including the Company Shareholders Meeting, or indirectlyat any adjournment thereof or in any other circumstances upon which a vote, through consent or other approval with respect to the Transactions is sought, or in any officeraction by written consent of all or any of the Company Shareholders (which written consent shall be delivered promptly, directorand in any event within three (3) Business Days, employeeafter the Company requests such delivery), advisorand to vote or cause to be voted (in person, representativeby proxy, agent by action by written consent, as applicable, or otherwise: as otherwise may be required under the Governing Documents of the Company) all the Company Shares held by the Shareholder, in favor of (i) solicitthe approval, initiateconsent, knowingly encourageratification and adoption of the Company Arrangement Resolution and the Transactions, continue (ii) any proposal to adjourn or postpone the Company Shareholders Meeting to a later date if there are not sufficient votes for approval, consent, ratification and adoption of the Company Arrangement Resolution and the Transactions; and (iii) all other matters or resolutions that could reasonably be expected to facilitate the Transactions; (ii) to cause to be counted as present for purposes of establishing quorum all the Company Shares held by the Shareholder, at any meeting of Company Shareholders at which the Shareholder is entitled to vote, or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to matters contemplated by clause (A), clause (B) or clause (C) of this Section 1.1(a)(ii) is sought, or in any action by written consent of all or any of the Company Shareholders (which written consent shall be delivered promptly, and in any event within three (3) Business Days, after the Company requests such delivery), and to vote or cause to be voted (in person, by proxy, by action by written consent, as applicable, or as otherwise facilitate may be required under the Governing Documents of the Company) all the Company Shares held by the Shareholder, in opposition to: (A) any Company Acquisition Proposal; (B) any proposed action by the Company, any Company Shareholder, any of the Company Subsidiaries or any other Person which would reasonably be regarded as being directed towards or likely to prevent, delay, frustrate, or nullify, or reduce the likelihood of the successful completion of the Arrangement, including, without limitation, by way any amendment to the notice of furnishing information articles or entering into articles of the Company or any form of agreementits Subsidiaries or their respective corporate structures or capitalization; and (C) any other matter, arrangement action or understanding) the initiation proposal which would reasonably be expected to result in a breach of any inquiries representation, warranty, covenant or proposals regarding an Acquisition Proposalother obligation of the Company under the Transaction Agreement if such breach requires approval by all or any of the Company Shareholders and is communicated as being such a breach in a notice in writing delivered by SPAC to the Shareholder; provided that, in the case of either clause (iiA), clause (B) participate in any discussions or negotiations regarding any Acquisition Proposal; clause (C) of this Section 1.1(a)(ii), the Transaction Agreement shall not have been amended or modified to decrease, or change the form of, the consideration payable to Company Shareholders without the Shareholder’s written consent; (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than except pursuant to the provisions hereof; (e) it will not, without Plan of Arrangement or as otherwise expressly contemplated by the Transaction Agreement or with the prior written consent of VasogenSPAC (such consent to be given or withheld in its sole discretion), sellnot to (A) Transfer any Company Shares, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein therein, (legal B) enter into (1) any option, warrant, purchase right, or equitableother Contract that could (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) held by it require the Shareholder to Transfer any personCompany Shares, entity or group any right or agree to do interest therein, or (2) any of the foregoing; (f) except as required by applicable Law (after fully consulting voting trust, proxy or other Contract with Vasogen), it will not, prior respect to the public announcement by IPCvoting or Transfer of any Company Shares, IPC Corp. or any right or interest therein, in a manner inconsistent with the covenants and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions obligations of this Agreement, or (C) enter into any Contract to take, or cause to be taken, any of the Arrangement actions set forth in clauses (A) or (B) or to otherwise do indirectly that which such Shareholder may not do directly pursuant to this Section 1.1(a)(iii); provided, however, that the foregoing shall not apply to any Transfer (1) to any Affiliate of the Shareholder; (2) in the case of an individual, by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such individual; (3) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (4) in the case of an individual, pursuant to a qualified domestic relations order; or (5) by virtue of the Shareholder’s Governing Documents upon liquidation or dissolution of the Shareholder (any transferee of the type set forth in clauses (1) through (5) a “Permitted Transferee”); provided, that the transferring Shareholder shall, and shall cause any Permitted Transferee, to enter into a written agreement in form and substance reasonably satisfactory to SPAC, agreeing to be bound by this Agreement (which will include, for the avoidance of doubt, all of the covenants, agreements and obligations of the transferring Shareholder hereunder and the making of all applicable representations and warranties of the transferring Shareholder set forth in ARTICLE III with respect to such transferee and his, her or the Merger Agreementits Company Shares, or any terms right or conditions or other information concerning the Transactions; (g) it will notinterest therein, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.received upon such Transfer,

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not directly or indirectly, without having first obtained the prior written consent of the Purchaser: (ai) sell, transfer, gift, assign, grant a participation interest in, convey, pledge, hypothecate, grant a security interest in, encumber, option or otherwise dispose of any right or interest in, or enter into any forward sale, repurchase agreement, option or other arrangement or monetization transaction with respect to, any of its Company Securities, or any right or interest therein (legal or equitable) to any Person or group of Persons, or tender any of the Company Securities to a take- over bid or enter into any agreement, arrangement, commitment or understanding in connection therewith, or agree to do any of the foregoing, other than (A) pursuant to the Arrangement or an Alternative Transaction, (B) any exercise of warrants or options exercisable for Company Shares in accordance with their terms, or (C) to one or more corporations, family trusts, RRSP account or other entity directly or indirectly owned or controlled by, or under common control with the Shareholder, provided that (i) such transfer will not relieve the Shareholder of or from its obligations under this Agreement to vote or cause to be voted all Company Securities at the Company Meeting, (ii) prompt written notice of such transfer is provided to the Purchaser; and (iii) the transferee continues to be an entity or corporation directly or indirectly owned or controlled by the Shareholder at all times until the Expiry Time; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Company Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Company Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Company Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of the Company at which the Shareholder or any registered or beneficial owner of the Company Securities are entitled to vote, including the Company Meeting; and (ii) 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 3.1(b), the Shareholder hereby agrees to deposit and to cause any beneficial owners of Company Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Company Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Company Circular and in any event at least 10 Business Days prior to the Company Meeting, voting all such Company Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to above to the Purchaser at the address below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Company Securities (to the extent that they carry the right to vote) against any proposed action by the Company, any Company Shareholder, any of the Company’s Subsidiaries or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal involving the Company or any Subsidiary of the Company that requires the approval of Company Shareholders under applicable Law, other than the Arrangement or an Alternative Transaction; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay 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; (iii) any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company under the Arrangement Agreement. If the Shareholder is the beneficial owner, but not the registered holder, of any of its Company Securities, the Shareholder agrees to take all actions necessary to cause the registered holder and any nominees to vote all of its Company Securities in accordance with this Section 3.1(c). (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least a majority of the Company Shares of the Company, where such transaction requires the approval of Company Shareholders under applicable Law, other than the Arrangement or an Alternative Transaction, is presented prior to the Expiry Time for approval of, or acceptance by, the Company Shareholders, whether or not it may be recommended by the Company Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Company Securities. (e) The Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Company Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Company Shares as contemplated by the 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 Purchaser’s proposed purchase of the Company Shares as contemplated by the Arrangement; (iv) solicit, assist, initiate, knowingly encourage, continue encourage or otherwise facilitate (including, without limitation, including by way of furnishing information 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) the initiation of any inquiries inquiry, proposal or proposals regarding offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; ; (iiv) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify support for the transactions contemplated by the Arrangement Agreement; (vi) participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (vii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal; or (viii) 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. (f) If the Shareholder is a Representative of the Company or any of its Subsidiaries, the Shareholder hereby acknowledges and agrees to comply with the terms of Sections 5.1 and 5.2 of the Arrangement Agreement. (g) The Shareholder will not: (i) exercise any rights of appraisal or dissent rights that the Shareholder may have under applicable Law or otherwise in respect of the Arrangement or the transactions contemplated by the Arrangement Agreement; (ii) contest in any way the approval of the Arrangement by any Governmental Entity; or (iii) accept take any other action of any kind, directly or enter into indirectly, 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. (h) The Shareholder will, and will cause each of its affiliates and will instruct each of its representatives to, immediately cease and terminate, and cause to be terminated, any agreementsolicitation, letter encouragement, discussion, negotiations, or other activities commenced prior to the date of intent, arrangement this Agreement with any Person (other than the Purchaser or understanding related an affiliate thereof) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;, whether or not initiated by the Shareholder or any of its affiliates or their respective officers, directors, employees, representatives or agents. (bi) if At the request of the Purchaser, the Shareholder receives any Acquisition Proposal will, and will cause its applicable affiliates and representatives to, use all commercially reasonable efforts in its capacity capacity, and their capacities, as a holder of Shares (Company Shareholder 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, an offer cooperating with the Purchaser and the Company to make all requisite regulatory filings. (j) The Shareholder hereby consents to: (i) the 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 invitation to enter into discussions)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, whether written or oralincluding by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authorities. (k) Except as required by applicable Law, the Shareholder will as promptly as practicable notify Vasogen, in writingnot, and provide to Vasogen a copy thereof if writtenwill ensure that their affiliates and representatives do not, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant make any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement public announcement with respect to the right to vote, call Meetings transactions contemplated herein or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, Arrangement Agreement without the prior written consent approval of Vasogenthe Purchaser. (l) Subject to the completion of the Arrangement, the Shareholder hereby undertakes with the Purchaser that, from the date of the completion of the Arrangement, the common shares of the Purchaser acquired by the Shareholder as a result of the Arrangement (the “Purchaser Shares”), or other securities convertible into, exchangeable for or exercisable to acquire common shares of the Purchaser, directly or indirectly (together with Purchaser Shares, the “Purchaser Securities”), shall be subject to the restrictions on Transfer set out in Schedule B. The Shareholder agrees that it will not sell, transfer, monetizegift, hypothecateassign, grant a participation interest in, convey, pledge, encumberhypothecate, grant a security interest in, encumber encumber, option or otherwise convey dispose of any right or grant an interest in, or enter into any forward sale, repurchase agreement, option over or other arrangement or monetization transaction with respect to, any of the Shares (its Purchaser Securities, or any right or interest therein (legal or equitable)) held by it to any person, entity Person or group of Persons, or tender any of the Purchaser Securities to a take- over bid or enter into any agreement, arrangement, commitment or understanding in connection therewith, or agree to do any of the foregoing; foregoing with respect to the Purchaser Securities (feach, a “Transfer”) except until such time as required by applicable Law such Purchaser Securities have been released in accordance with Schedule B, other than (after fully consulting A) any exercise or conversion, as applicable, of warrants, options or exchangeable shares exercisable for or convertible into Purchaser Shares in accordance with Vasogentheir terms, provided that such Purchaser Shares are also subject to this Section 3.1(l), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if anyB) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without with the prior written consent of Vasogenthe Purchaser, not (C) to be unreasonably withheldone or more corporations, purchasefamily trusts, RRSP account or other entity directly or indirectly owned or controlled by, or enter into under common control with the Shareholder, provided that (i) any agreement such Transfer will not relieve the Shareholder of or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by from its obligations under this Agreement, (ii) prompt written notice of such Transfer is provided to the Arrangement Purchaser; and (iii) the transferee continues to be an entity or corporation directly or indirectly owned or controlled by the Shareholder at all times, or (D) pursuant to a bona fide take-over bid made to all holders of Purchaser Shares, arrangement, merger, amalgamation or other business combination or similar transaction in which other holders of Purchaser Shares are entitled to participate and that is approved or supported by the Purchaser Board, provided that in the event that such transaction is not completed, the Purchaser Securities subject to this Agreement and the Merger shall remain subject to this Agreement.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during in favour of the period commencing on Purchaser that, from the date hereof and continuing until the termination of this Agreement pursuant to in accordance with Section 34.1, except as permitted by this Agreement: (ai) it at any meeting of securityholders of the 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 (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting in favour of the 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 and each of the transactions contemplated by the Proposal Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder 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 Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees that he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person, other than pursuant to the Proposal Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement; (v) the Shareholder shall as a holder of Subject Shares cooperate with the Company and the Purchaser to the extent requested by either to successfully complete the Amended Arrangement and the other transactions contemplated by the Proposal Agreement and this Agreement and to oppose any of the Prohibited Matters; (vi) the Shareholder 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 Shareholder may have; and (vii) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder, the Shareholder 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 Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject 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 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; Amended Arrangement; (ii) participate assist any Person in taking or planning any discussions action that would reasonably be expected to compete with, restrain or negotiations regarding any Acquisition Proposal; otherwise serve to interfere with or inhibit the transactions contemplated by the Amended Arrangement; (iii) accept act jointly or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement concert with others with respect to voting securities of the right to vote, call Meetings Company for the purpose of opposing or give consents or approvals of any kind competing with respect to the Shares, other than pursuant to transactions contemplated by the provisions hereof;Amended Arrangement; or (eiv) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber encourage any effort or otherwise convey attempt by any other Person to do or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (fc) except The Shareholder hereby consents to: (i) 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; and (ii) this Agreement being made publicly available, including by filing on SEDAR operated on behalf of the Securities Authorities. (d) Except as required by applicable Law (after fully consulting with Vasogen)law or stock exchange requirements, it the Shareholder will not, prior and will ensure that its affiliates and representatives do not, make any public announcement with respect to the public announcement by IPC, IPC Corp. and Vasogen of transactions contemplated herein or pursuant to the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Proposal Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent approval of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementPurchaser.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Flutter that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not: (ai) without having first obtained the prior written consent of Flutter, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in any of the Subject Shares or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than (A) in connection with the normal course of the Shareholder’s activities for and on behalf of the investment funds and managed accounts over which it exercises discretionary authority (including reweighting of the Subject Shares in connection with portfolio management of the investment funds and managed accounts) or to fund normal course redemptions of interests, shares or units in investment funds and managed accounts for which it exercises discretionary trading authority; (B) pursuant to the Arrangement or as expressly permitted by the Arrangement Agreement or (C) transfers to or between wholly-owned Subsidiaries of the Shareholder (provided that such transferee is contractually bound to the Shareholder to comply with the obligations of the Shareholder under this Agreement); or (D) Subject Shares pledged, encumbered or hypothecated in favour of the Shareholder’s prime brokers, custodians, lenders or similar counterparties (for and on behalf of such investment funds and managed accounts). (i) other than as set forth herein, grant or agree to grant any proxies, powers of attorney or deliver any voting instruction form with respect to matters relating to the Arrangement or other matters that would reasonably be expected to materially impair or delay the Arrangement, deposit any Subject Shares into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Shares with respect to matters relating to the Arrangement or other matters that would reasonably be expected to materially impair or delay the Arrangement; or (ii) requisition or join in the requisition of any meeting of any of the securityholders of Stars for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 Shares: (i) at any meeting of any of the securityholders of Stars at which the Shareholder is entitled to vote, including Stars Meeting; and (ii) in any action by written consent of the securityholders of Stars, in favour of the approval, consent, ratification and adoption of the Stars Resolution and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement). (c) The Shareholder hereby agrees to revoke 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 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. (d) The Shareholder hereby covenants, undertakes and agrees from time to 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) the Subject Shares against any proposed action by Stars, any other shareholder of Stars, any of Stars’ Subsidiaries or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Stars or any Subsidiary of Stars, other than the Arrangement; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay of the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of Stars or any of its Subsidiaries or their respective corporate structures or capitalization; or (iii) that would result in a breach of any representation, warranty, covenant or other obligation of Stars under the Arrangement Agreement if such action requires securityholder approval and is communicated as being such a breach in a notice in writing delivered by Flutter to the Shareholder. (e) Until the Expiry Time, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, by way of furnishing information become a participant in a solicitation in opposition to or entering into any form of agreement, arrangement or understanding) competition with Flutter in connection with the initiation of any inquiries or proposals regarding an Acquisition Proposal; Arrangement; (ii) participate assist any Person in taking or planning any discussions action that would compete with, restrain or negotiations regarding any Acquisition Proposalotherwise serve to interfere with or inhibit Flutter in connection with the Arrangement; or or (iii) accept act jointly or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement concert with others with respect to voting securities of Stars for the right to vote, call Meetings purpose of opposing or give consents or approvals of any kind competing with respect to Flutter in connection with the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing;Arrangement. (f) except as required by applicable Law The Shareholder will not (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen i) exercise any dissent rights in respect of the terms Arrangement; or (ii) 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 Transactions, directly Arrangement or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; andThe Shareholder hereby consents to: (hi) it will do all things requireddetails of this Agreement being set out in any press release, necessaryinformation circular, proper including the Stars Circular, the Flutter Circular, the Prospectus and court documents produced by Stars, Flutter or advisable to consummate any of their respective affiliates in connection with the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR).

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Verano Parties that during the period commencing on Shareholder will not, from the date hereof and continuing until the termination of this Agreement pursuant to Section 3until the Harvest Meeting, without having first obtained the prior written consent of the Verano Parties: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitsell, initiatetransfer, knowingly encouragegift, continue assign, convey, pledge, hypothecate, encumber, option or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation dispose of any inquiries right or proposals regarding an Acquisition Proposal; (ii) participate interest in any discussions of the Subject Securities or negotiations regarding tender any Acquisition Proposal; or (iii) accept of the Subject Securities to a take-over bid or enter into any agreement, letter of intentarrangement, arrangement commitment or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, other than (A) pursuant to the form Arrangement, (B) any exercise of consideration warrants or options exercisable for Exchanged Securities in accordance with their terms, or (C) to be paidone or more of a parent, spouse, child or grandchild of, or a corporation, partnership, limited liability company or other entity controlled by, the material Shareholder or a trust or account existing for the benefit of such Person or entity, provided that in such case and for greater certainty, any Subject Securities acquired as a result thereof shall remain Subject Securities and subject to the terms and conditions of this Agreement and, in the identity case of a corporation, partnership, limited liability company or other entity controlled by, the proponentShareholder, provided that such entity remains controlled by the Shareholder; (cii) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessaryother than as set forth herein, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy proxies or other right to the Sharespowers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into any a voting trustagreement, vote pooling commitment, understanding or other agreement arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of Harvest for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to time to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote, call Meetings or give consents or approvals ): (i) at any meeting of any kind of the securityholders of Harvest at which the Shareholder or any registered or beneficial owner of the Subject Securities are entitled to vote, including the meeting of Harvest Shareholders to be called to approve the Arrangement; and (ii) in any action by written consent of the securityholders of Harvest, in favour of the approval, consent, ratification and adoption of the resolution approving the Arrangement and the transactions contemplated by the Business Combination Agreement (and any actions required for the consummation of the transactions contemplated by the Business Combination Agreement). In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the Sharesextent that they carry the right to vote) as soon as practicable following the mailing of the Harvest Circular and in any event at least 5 Business Days prior to the meeting of shareholders to be called to approve the Arrangement and as far in advance as practicable of every adjournment or postponement thereof, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the resolution approving the Arrangement. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to above to the Verano Parties at the address below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees from time to time to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent that they carry the right to vote) against any proposed action by Harvest, any Harvest Shareholder, any of Harvest’s subsidiaries or any other Person (or group of Persons) other than the Verano Parties: (i) in respect of a Harvest Acquisition Proposal, or (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of Harvest or any of its subsidiaries or their respective corporate structures or capitalization. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least a majority of the Exchanged Securities of Harvest, where such transaction requires the approval of Harvest Shareholders under applicable law, other than pursuant to the provisions hereof; (e) it will notArrangement, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, is presented prior to the public announcement by IPC, IPC Corp. and Vasogen Effective Time of the terms Arrangement for approval of, or acceptance by, Harvest Shareholders, whether or not it may be recommended by the board of the Transactionsdirectors of Harvest, not to directly or indirectly, disclose accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence transaction any of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementSubject Securities.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Neuronetics that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement in accordance with its terms pursuant to Section 34.1 (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of Neuronetics: (ai) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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 (A) pursuant to the Arrangement or (B) any exercise of Greenbrook Options for Shares in accordance with their terms, conversion of Madryn Credit Agreement, Greenbrook Subordinated Convertible Notes, as applicable, in accordance with their terms or settlement of Greenbrook PSUs or Greenbrook RSUs in accordance with their terms; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of Greenbrook for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities: (i) at any meeting of any of the securityholders of Greenbrook at which the Subject Securities are entitled to vote, including the Greenbrook Meeting; and (ii) in any action by written consent of the securityholders of Greenbrook, 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 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Greenbrook Proxy Statement and in any event at least 10 calendar days prior to the Greenbrook Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent that they carry the right to vote): (i) against any Greenbrook Acquisition Proposal or Greenbrook Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Greenbrook or any Subsidiary of Greenbrook that requires the approval of securityholders of Greenbrook, and any proposed action by Greenbrook, any Shareholder, any of Greenbrook’s Subsidiaries or any other Person in connection therewith, in each case other than the Arrangement; (ii) against any proposed action by Greenbrook, any Greenbrook Shareholder, any of Greenbrook’s Subsidiaries or any other Person which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of Greenbrook or any of its Subsidiaries or their respective corporate structures or capitalization; and (iii) against any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of Greenbrook under the Arrangement Agreement. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least twenty percent of the Shares of Greenbrook, where such transaction requires the approval of the securityholders of Greenbrook, other than the Arrangement, is presented prior to the Expiry Time for approval of, or acceptance by, securityholders of Greenbrook, whether or not it may be recommended by the Greenbrook Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (e) Until the Expiry Time, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisorshareholder, representative, representative or agent or otherwise: : (i) solicit proxies or knowingly become a participant in a solicitation in opposition to or competition with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of Greenbrook for the purpose of opposing or competing with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise knowingly facilitate (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Greenbrook or any Subsidiary or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiry, proposal or proposals regarding an offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (iiv) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Neuronetics) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (vi) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Greenbrook Acquisition Proposal; (iiivii) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, understanding or arrangement in respect of a Greenbrook Acquisition Proposal or understanding related any inquiry, proposal or offer that may reasonably be expected to any constitute or lead to, a Greenbrook Acquisition Proposal;; or (bviii) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law The Shareholder will not (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen i) exercise any dissent rights in respect of the terms Arrangement; (ii) contest in any way the approval of the TransactionsArrangement by any Governmental Entity; or (iii) take any other action of any kind, directly in each case, which would reasonably be regarded as likely to reduce the success of, or indirectly, disclose to any person, firm materially delay or corporation (other than on a confidential basis to such advisors (if any) as interfere with the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreementcompletion of, the transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will, and will notcause each of its affiliates and representatives to, without the prior written consent of Vasogenimmediately cease and terminate, not any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than Neuronetics) with respect to be unreasonably withheldany inquiry, purchaseproposal or offer that constitutes, or enter into any agreement may reasonably be expected to constitute or right to purchaselead to, any additional shares of IPC; anda Greenbrook Acquisition Proposal. (h) it will do all things requiredThe Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Greenbrook Proxy Statement, and court documents produced by Greenbrook, Neuronetics or advisable to consummate 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 the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) and the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) operated on behalf of the Securities Authorities. (i) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement and without the Merger Agreementprior written approval of Neuronetics.

Covenants of the Shareholder. 2.1 The Shareholder hereby irrevocably covenants and irrevocably agrees that during the period commencing on Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and continuing until (ii) the termination of this Agreement pursuant to Section 3:Article 7 (such earlier time, the (“Expiration Time”): (a) it will not, not directly or indirectlyindirectly option for sale, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogenoffer, sell, assign, transfer, monetizeexchange, hypothecatedispose of, pledge, encumber, grant a security interest in, encumber hypothecate or otherwise convey or grant an option over any of the Shares (Subject Shares, or any right or interest therein (legal or equitable)) held by it , to any personPerson or agree to do any of the foregoing, entity other than as contemplated in the Arrangement Agreement; (b) not directly or group indirectly grant any proxy, power of attorney or other right to vote the Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement or commitment with respect to the right to vote, call meetings of the Company's shareholders - 2 - or give consents or approval of any kind with respect to any of the Subject Shares or agree to do any of the foregoing; (c) not directly or indirectly vote or cause to be voted any of the Subject Shares in respect of any proposed action by the Company in a manner which might reasonably be expected to prevent or materially delay the successful completion of the Arrangement or the other transactions contemplated by the Arrangement Agreement, including, but not limited to, the vote by the shareholders of the Company in favour of the Arrangement Resolution; (d) not directly or indirectly take any action that would make any representation or warranty contained herein untrue or incorrect or that would have the effect of impairing the ability of Shareholder to perform his, her or its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby; (e) not exercise any Dissent Rights; (f) except not exercise any Options (or other convertible securities) that it may hold, and shall cause all of its representatives, associates and affiliates and their affiliates and representatives to not exercise any Options (or other convertible securities) that they may hold, if any; and (g) subject to paragraph 2.2(c) hereto, if the Arrangement Agreement is amended or terminated such that the transactions (or any of them) contemplated by the Arrangement Agreement are to be accomplished by means of an alternative transaction structure other than as required currently contemplated in the Arrangement Agreement (including, without limitation, if the Purchaser determines to pursue the acquisition of the Company Shares by applicable Law way of a take-over bid) whereby the Purchaser would offer to acquire all the Company Shares on economic terms and other terms and conditions, the consequences of which to the Shareholder is substantially similar to or better than contemplated by the Arrangement Agreement (after fully consulting with Vasogenany such transaction is referred to as an “Alternative Transaction”), it will not, prior the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the public announcement Arrangement, including, in the case of a take-over bid, by IPC, IPC Corp. and Vasogen causing all of the terms Subject Shares 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 will not withdraw the Subject Shares from such take-over bid except with the consent of the Transactions, directly or indirectly, disclose to Purchaser. 2.2 Notwithstanding any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes provision of this Agreement, the Purchaser hereby agrees and acknowledges that: (a) the existence 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); (b) any shares of common stock of the Company or other securities of the Company that Shareholder purchases or with respect to which Shareholder otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the 1934 Exchange Act) after the date of this Agreement and prior to Expiration Time, including by reason of any stock split, stock dividend, reclassification, recapitalization or other similar transaction or pursuant to the exercise of options or warrants to purchase such shares or the conversion of any debt for such shares shall be subject to the terms and conditions of this Agreement, Agreement to the Arrangement Agreement or same extent as if they comprised a portion of the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not Subject Shares and shall be deemed to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPCincluded in the Subject Shares for the purposes hereof; and (hc) it nothing in this Agreement will do all things requiredprevent Shareholder or any of its Representatives from acting in accordance with the exercise of his or her fiduciary duties or duty to act in the best interests of the Company as a director of the Company and/or the Company's subsidiaries, necessaryafter considering the advice of counsel. For the avoidance of doubt, proper nothing in this Agreement shall limit any person from, in his or advisable her capacity as a director or officer of the Company or any of its subsidiaries, fulfilling his or her fiduciary duties to, or acting in the best interests of the Company, and nothing in this Agreement shall prevent any officer, director, employee, representative or agent or nominee of the Shareholder who is a member of the board of directors of the Company from engaging, in such person’s capacity as a director or officer of the Company, in discussions or negotiations with a person in response to consummate any bona fide Acquisition Proposal in accordance with the transactions contemplated by this Agreement, terms of the Arrangement Agreement and the Merger Agreement.

Covenants of the Shareholder. 2.1 The Shareholder hereby irrevocably covenants and irrevocably agrees in favour of the Purchaser that during the period commencing on Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and continuing until (ii) the termination of this Agreement pursuant to Section 3Article 6, except as permitted by this Agreement or the Arrangement Agreement: (a) it will notnot offer, directly or indirectlysell, through any officerassign, directortransfer, employeeexchange, advisordispose of, representativepledge, agent or otherwise: (i) solicitencumber, initiategrant an option for sale, knowingly encouragegrant a security interest in, continue hypothecate or otherwise facilitate convey any of the Subject Shares, or any right or interest therein (includinglegal or equitable), without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition ProposalPerson or agree to do any of the foregoing, other than as contemplated pursuant to the Arrangement Agreement; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy proxy, power of attorney or other right to vote the SharesSubject Shares (which carry a right to vote at any meeting of securityholders of the Company or any adjournment or postponement thereof, including where the vote of all or some of the securityholders is sought in connection with the Arrangement Agreement (such a meeting, a “Company Meeting”)), or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings meetings of the Company Shareholders or give consents or approvals approval of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Subject Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (fc) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior not vote or cause to the public announcement by IPC, IPC Corp. and Vasogen be voted any of the terms Subject Shares in respect of any proposed action by the Company in a manner which might reasonably be expected to prevent or materially delay the successful completion of the Transactions, directly Arrangement or indirectly, disclose to the other transactions contemplated by the Arrangement Agreement; and (d) not exercise any person, firm or corporation (Dissent Rights. 2.2 Notwithstanding any other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions provision of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;Purchaser hereby agrees and acknowledges that: (ga) it will not, without the prior written consent Shareholder is bound hereunder solely in its capacity as a securityholder of Vasogen, the Company and that the provisions hereof shall not be deemed or interpreted to be unreasonably withheld, purchase, bind the Shareholder in its capacity as a director or enter into any agreement or right to purchase, any additional shares officer of IPCthe Company (if the Shareholder holds such office); and (hb) it nothing in this Agreement will do all things required, necessary, proper prevent Shareholder or advisable any of its Representatives from acting in accordance with the exercise of his or her fiduciary duties or duty to consummate act in the transactions contemplated by this Agreement, best interests of the Arrangement Agreement and Company as a director or officer of the Merger AgreementCompany and/or the Company's Subsidiaries.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3as follows: (a) it will notAt any meeting of the shareholders of the Company called to vote upon the Merger Agreement, directly the Merger or indirectlyany of the other transactions contemplated by the Merger Agreement, through or at any officeradjournment thereof, directoror in any other circumstances upon which a vote, employeeconsent or other approval (including by written consent) with respect to the Merger Agreement, advisorthe Merger or any of the other transactions contemplated by the Merger Agreement is sought, representativethe Shareholder shall vote (or cause to be voted) all the Subject Shares in favor of, agent and shall consent to (or otherwisecause to be consented to), the approval of the Merger Agreement, the Merger and the terms thereof and each of the other transactions contemplated by the Merger Agreement. For avoidance of doubt, this provision shall not apply to any Subject Shares that cease to be owned by the Shareholder following the exercise of rights by third parties under the agreements listed on Schedule B(2) hereto. (b) At any meeting of the shareholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) of the shareholders of the Company is sought, the Shareholder shall vote (or cause to be voted) all the Subject Shares against, and shall not consent to (and shall cause not to be consented to with respect to the Subject Shares), any of the following: (i) solicitany merger agreement or merger (other than the Merger Agreement and the Merger), initiateconsolidation, knowingly encouragecombination, continue sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or otherwise facilitate (includingwinding up of or by the Company, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; Takeover Proposal or (iii) accept any amendment of the Company's articles of incorporation or enter into by-laws or other proposal, action or transaction involving the Company or any agreementof its subsidiaries or any of its shareholders, letter which amendment or other proposal, action or transaction would in any manner impede, frustrate, prevent or delay the consummation of intentthe Merger or the other transactions contemplated by the Merger Agreement or this Agreement or change in any manner the voting rights of the holders of Company Common Stock (collectively, arrangement or understanding related "Frustrating Transactions"). For avoidance of doubt, this provision shall not apply to any Acquisition Proposal; (b) if Subject Shares that cease to be owned by the Shareholder receives any Acquisition Proposal in its capacity as a holder following the exercise of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, rights by third parties under the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent;agreements listed on Schedule B(2) hereto. (c) it will vote Except for liens, security interests or transfers in connection with loans secured by the Subject Shares, the Shareholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to or permit any Transfer of, any Subject Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Sharesinterest therein, or enter into any voting trustloan or credit agreement, vote pooling bond, debenture, note, mortgage, indenture, lease or other agreement contract, commitment, agreement, option, instrument, arrangement, understanding, obligation or undertaking, with respect to the right to vote, call Meetings Transfer (including any profit sharing or give consents or approvals other derivative arrangement) of any kind with respect Subject Shares or any interest therein, to the Shares, any person other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of such Subject Shares enters into a shareholder agreement with Parent and Sub on terms substantially identical to the terms of this Agreement or any terms or conditions or other information concerning the Transactions; (gii) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any voting arrangement, whether by proxy, voting agreement or right otherwise, with respect to purchaseany Subject Shares and shall not commit or agree to take any of the foregoing actions, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable other than pursuant to consummate the transactions contemplated by this Agreement. The Shareholder shall not, nor shall the Arrangement Agreement and Shareholder permit any entity under the Merger AgreementShareholder's control to, deposit any Subject Shares in a voting trust.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Flutter that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3: in accordance with its terms (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions“Expiry Time”), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent;not: (ci) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessaryother than as set forth herein, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy proxies, powers of attorney or deliver any voting instruction form with respect to matters relating to the Arrangement or other right matters that would reasonably be expected to materially impair or delay the SharesArrangement, deposit any Subject Shares into a voting trust or pooling agreement, or enter into any a voting trustagreement, vote pooling commitment, understanding or other agreement arrangement, oral or written, with respect to the right voting of any Subject Shares with respect to matters relating to the Arrangement or other matters that would reasonably be expected to materially impair or delay the Arrangement; or (ii) requisition or join in the requisition of any meeting of any of the securityholders of Stars for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 Shares: (i) at any meeting of any of the securityholders of Stars at which the Shareholder is entitled to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof;including Stars Meeting; and (eii) it will not, without the prior in any action by written consent of Vasogenthe securityholders of Stars, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any in favour of the Shares (or any right or interest therein (legal or equitable)) held by it to any personapproval, entity or group or agree to do any consent, ratification and adoption of the foregoing;Stars Resolution and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement). (fc) except as required by applicable Law (after fully consulting 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 Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. matters set forth in this Agreement and Vasogen of the terms of the TransactionsShareholder agrees not to, directly or indirectly, disclose 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. (d) The Shareholder hereby covenants, undertakes and agrees from time to 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) the Subject Shares against any personproposed action, firm to the extent recommended by the Stars Board, by any Shareholder or corporation (any other Person in respect of any Acquisition Proposal or Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Stars or any Subsidiary of Stars, other than on a confidential basis the Arrangement. (e) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction other than the Arrangement is presented for approval of, or acceptance by, the Shareholders, unless recommended by the Stars Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such advisors (if any) as the Shareholder may determine are necessary transaction or purport to retain specifically for the purposes of this Agreement) the existence tender or deposit into any such transaction any of the terms and conditions Subject Shares. (f) The Shareholder will not (i) exercise any dissent rights in respect of this Agreementthe Arrangement; or (ii) 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 Agreement or the Merger transactions contemplated by the Arrangement Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; andThe Shareholder hereby consents to: (hi) it will do all things requireddetails of this Agreement being set out in any press release, necessaryinformation circular, proper including the Stars Circular, the Flutter Circular, the Prospectus and court documents produced by Stars, Flutter or advisable to consummate any of their respective affiliates in connection with the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR).

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Neuronetics that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement in accordance with its terms pursuant to Section 34.1 (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of Neuronetics: ​ (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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 (A) pursuant to the Arrangement or (B) any exercise of Greenbrook Options for Shares in accordance with their terms, conversion of debt under the Greenbrook Credit Agreement or the Greenbrook Subordinated Convertible Notes, as applicable, in accordance with their terms or settlement of Greenbrook PSUs or Greenbrook RSUs in accordance with their terms; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of Greenbrook for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities: (ai) at any meeting of any of the securityholders of Greenbrook at which the Subject Securities are entitled to vote, including the Greenbrook Meeting; and (ii) in any action by written consent of the securityholders of Greenbrook, 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 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Greenbrook Proxy Statement and in any event at least 10 calendar days prior to the Greenbrook Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent that they carry the right to vote): (i) against any Greenbrook Acquisition ​ ​ Proposal or Greenbrook Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Greenbrook or any Subsidiary of Greenbrook that requires the approval of securityholders of Greenbrook, and any proposed action by Greenbrook, any Shareholder, any of Greenbrook’s Subsidiaries or any other Person in connection therewith, in each case other than the Arrangement; (ii) against any proposed action by Xxxxxxxxxx, any Greenbrook Shareholder, any of Greenbrook’s Subsidiaries or any other Person which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of Greenbrook or any of its Subsidiaries or their respective corporate structures or capitalization; and (iii) against any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of Greenbrook under the Arrangement Agreement. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least twenty percent of the Shares of Greenbrook, where such transaction requires the approval of the securityholders of Greenbrook, other than the Arrangement, is presented prior to the Expiry Time for approval of, or acceptance by, securityholders of Greenbrook, whether or not it may be recommended by the Greenbrook Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (e) Until the Expiry Time, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisorshareholder, representative, representative or agent or otherwise: : (i) solicit proxies or knowingly become a participant in a solicitation in opposition to or competition with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of Greenbrook for the purpose of opposing or competing with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise knowingly facilitate (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Greenbrook or any Subsidiary or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiry, proposal or proposals regarding an offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ​ (iiv) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Neuronetics) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (vi) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Greenbrook Acquisition Proposal; (iiivii) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, understanding or arrangement in respect of a Greenbrook Acquisition Proposal or understanding related any inquiry, proposal or offer that may reasonably be expected to any constitute or lead to, a Greenbrook Acquisition Proposal;; or (bviii) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law The Shareholder will not (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen i) exercise any dissent rights in respect of the terms Arrangement; (ii) contest in any way the approval of the TransactionsArrangement by any Governmental Entity; or (iii) take any other action of any kind, directly in each case, which would reasonably be regarded as likely to reduce the success of, or indirectly, disclose to any person, firm materially delay or corporation (other than on a confidential basis to such advisors (if any) as interfere with the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreementcompletion of, the transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will, and will notcause each of its affiliates and representatives to, without the prior written consent of Vasogenimmediately cease and terminate, not any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than Neuronetics) with respect to be unreasonably withheldany inquiry, purchaseproposal or offer that constitutes, or enter into any agreement may reasonably be expected to constitute or right to purchaselead to, any additional shares of IPC; anda Greenbrook Acquisition Proposal. (h) it will do all things requiredThe Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Greenbrook Proxy Statement, and court documents produced by Greenbrook, Neuronetics or advisable to consummate 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 the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) and the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) operated on behalf of the Securities Authorities. (i) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement and without the Merger Agreement.prior written approval of Neuronetics. ​ ​

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3as follows: (a) it will The Shareholder shall not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitsell, initiatetransfer (including by operation of law), knowingly encouragepledge, continue assign or otherwise facilitate (includingencumber or dispose of, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, option or other arrangement (including any profit sharing arrangement) or understanding related with respect to any Acquisition Proposal;of the Securities to any person, (ii) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (iii) take any other action that would in any way make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect. (b) if At any meeting of the Company’s shareholders called to vote upon the Merger and the Merger Agreement or at any adjournment, postponement or recess thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Merger and the Merger Agreement, the Shareholder receives shall vote (or cause to be voted) all of the Securities: (i) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by this Agreement or the Merger Agreement; (ii) against any inquiry, proposal, offer, indication of interest or transaction that constitutes or could reasonably be expected to lead to, an Acquisition Proposal or Acquisition Transaction relating to the Company and (iii) against any action, proposal, transaction or agreement which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s, Merger Sub’s or Merger Sub 2’s conditions under the Merger Agreement or change in its capacity as a holder any manner the voting rights of Shares any security of the Company (including by any amendments to the Company’s charter or bylaws). (c) The Shareholder shall use commercially reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, all things reasonably necessary to fulfill the Shareholder’s obligations under this Agreement, including, without limitation, an offer or invitation to enter into discussions)attending, whether written or oralif applicable, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description any meeting of the principal termsCompany’s shareholders or any adjournment, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper postponement or advisable under applicable laws to consummate the Transactions;recess thereof. (d) it will The Shareholder shall not grant or agree exercise any rights to grant demand appraisal of any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement Securities that may arise with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementMerger.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Neuronetics that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement in accordance with its terms pursuant to Section 34.1 (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of Neuronetics: (ai) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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 (A) pursuant to the Arrangement or (B) any exercise of Greenbrook Options for Shares in accordance with their terms, conversion of debt under the Greenbrook Credit Agreement or the Greenbrook Subordinated Convertible Notes, as applicable, in accordance with their terms or settlement of Greenbrook PSUs or Greenbrook RSUs in accordance with their terms; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of Greenbrook for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities: (i) at any meeting of any of the securityholders of Greenbrook at which the Subject Securities are entitled to vote, including the Greenbrook Meeting; and (ii) in any action by written consent of the securityholders of Greenbrook, 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 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Greenbrook Proxy Statement and in any event at least 10 calendar days prior to the Greenbrook Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor ​ permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent that they carry the right to vote): (i) against any Greenbrook Acquisition Proposal or Greenbrook Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Greenbrook or any Subsidiary of Greenbrook that requires the approval of securityholders of Greenbrook, and any proposed action by Greenbrook, any Shareholder, any of Greenbrook’s Subsidiaries or any other Person in connection therewith, in each case other than the Arrangement; (ii) against any proposed action by Greenbrook, any Greenbrook Shareholder, any of Greenbrook’s Subsidiaries or any other Person which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of Greenbrook or any of its Subsidiaries or their respective corporate structures or capitalization; and (iii) against any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of Greenbrook under the Arrangement Agreement. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least twenty percent of the Shares of Greenbrook, where such transaction requires the approval of the securityholders of Greenbrook, other than the Arrangement, is presented prior to the Expiry Time for approval of, or acceptance by, securityholders of Greenbrook, whether or not it may be recommended by the Greenbrook Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (e) Until the Expiry Time, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisorshareholder, representative, representative or agent or otherwise: : (i) solicit proxies or knowingly become a participant in a solicitation in opposition to or competition with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of Greenbrook for the purpose of opposing or competing with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; ​ (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise knowingly facilitate (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Greenbrook or any Subsidiary or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiry, proposal or proposals regarding an offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (iiv) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Neuronetics) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (vi) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Greenbrook Acquisition Proposal; (iiivii) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, understanding or arrangement in respect of a Greenbrook Acquisition Proposal or understanding related any inquiry, proposal or offer that may reasonably be expected to any constitute or lead to, a Greenbrook Acquisition Proposal;; or (bviii) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law The Shareholder will not (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen i) exercise any dissent rights in respect of the terms Arrangement; (ii) contest in any way the approval of the TransactionsArrangement by any Governmental Entity; or (iii) take any other action of any kind, directly in each case, which would reasonably be regarded as likely to reduce the success of, or indirectly, disclose to any person, firm materially delay or corporation (other than on a confidential basis to such advisors (if any) as interfere with the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreementcompletion of, the transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will, and will notcause each of its affiliates and representatives to, without the prior written consent of Vasogenimmediately cease and terminate, not any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than Neuronetics) with respect to be unreasonably withheldany inquiry, purchaseproposal or offer that constitutes, or enter into any agreement may reasonably be expected to constitute or right to purchaselead to, any additional shares of IPC; anda Greenbrook Acquisition Proposal. (h) it will do all things requiredThe Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Greenbrook Proxy Statement, and court documents produced by Greenbrook, Neuronetics or advisable to consummate 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 the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) ​ and the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) operated on behalf of the Securities Authorities. (i) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement and without the Merger Agreementprior written approval of Neuronetics.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants covenants, undertakes and agrees that during the period commencing on the date hereof and continuing from time to time, until the termination of this Agreement pursuant to Section 3in accordance with its terms: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitto cause to be counted as present for purposes of establishing quorum all the Subject Shares and, initiateif applicable, knowingly encourageSubject Options at any meeting of any of the securityholders of the Company at which the Shareholder is entitled to vote, continue including the Company Shareholders Meeting, or otherwise facilitate in any action by written consent of the securityholders of the Company, in favour of the approval, consent, ratification and adoption of the Company Arrangement Resolution and the transactions contemplated by the Business Combination Agreement; (including, without limitationii) to vote or cause to be voted (in person, by way proxy, by action by written consent, as applicable or as otherwise may be required under the Company Shareholders Agreement or the Company Articles of furnishing information Incorporation) all the Subject Shares and, if applicable, the Subject Options, in favour of the Company Arrangement Resolution and the transactions contemplated by the Business Combination Agreement; (iii) to vote (in person, by proxy or entering into by action by written consent, as applicable) all the Subject Shares and, if applicable, Subject Options in opposition to (A) any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Company Acquisition Proposal; and (iiB) participate any other matter, action or proposal which would reasonably be expected to result in a breach of any discussions representation, warranty, covenant or negotiations regarding any Acquisition Proposalother obligation of the Company under the Business Combination Agreement if such breach requires securityholder approval and is communicated as being such a breach in a notice in writing delivered by Peridot to the Shareholder; provided that, in the case of either clause (A) or clause (iiiB) accept of this Section, the Business Combination Agreement shall not have been amended or enter into any agreementmodified without the Shareholder’s written consent to decrease, letter or change the form of, the consideration payable under the Business Combination and the Plan of intent, arrangement or understanding related to any Acquisition ProposalArrangement; (biv) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than except pursuant to the provisions hereof; (e) it will notPlan of Arrangement or otherwise as contemplated by the Business Combination Agreement, without the prior written consent of Vasogennot to option, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber hypothecate or otherwise convey or grant an option over enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Shares (Subject Securities, or any right or interest therein (legal or equitable)) held by it therein, to any person, entity Person or group or agree to do any of the foregoing; provided that, notwithstanding the foregoing, the Shareholder may transfer Subject Shares to any of its Affiliates with prior written notice to, but without the consent of, Peridot subject to such Affiliate transferee signing a joinder to this Agreement pursuant to which, such Affiliate transferee (a) agrees to be bound by all provisions hereof to the same extent as the Shareholder, and (b) confirms the accuracy of the Shareholder’s representations and warranties provided herein as if it was the Shareholder hereunder; (fv) not to exercise any dissent rights in respect of any transaction contemplated by the Business Combination Agreement; (vi) if requested by Peridot, to deliver (or cause to be delivered) to the Company duly executed proxies directing those individuals as may be designated by the Company to vote in favour of the Company Arrangement Resolution and the transactions contemplated by the Business Combination Agreement; (vii) to execute and deliver all related documentation and take such other actions in support of the Arrangement and the transactions contemplated by the Business Combination Agreement as shall reasonably be requested by the Company or Peridot to consummate the Transactions; (viii) the Shareholder hereby revokes any and all previous proxies granted or voting instruction forms or other voting documents delivered that conflict, or are inconsistent, with the matters set forth in this Agreement; (ix) except as required expressly contemplated by applicable Law (after fully consulting this Agreement or the Company Shareholders Agreement, not to deposit any Subject Shares or, if applicable, Subject Options, in a voting trust or subject any such Subject Shares or, if applicable, Subject Options to any arrangement or agreement with Vasogen), it will not, prior respect to the public announcement voting of such Subject Shares or, if applicable, Subject Options; and (x) the Shareholder shall be bound by IPC, IPC Corp. and Vasogen subject to Section 5.6(a) (Exclusive Dealing) of the terms Business Combination Agreement to the same extent that Section 5.6(a) (Exclusive Dealing) of the TransactionsBusiness Combination Agreement applies to the Company, directly or indirectlymutatis, disclose to any personmutandis, firm or corporation (other than on a confidential basis to such advisors (as if any) as the Shareholder may determine are necessary is directly party thereto; provided that, notwithstanding anything in this Agreement to retain specifically the contrary, any breach by the Company of its obligations under the Business Combination Agreement shall not be considered a breach of this Section 4.1(a)(x). (b) If the Shareholder acquires any additional Subject Securities following the date hereof, the Shareholder acknowledges that such additional Subject Securities shall be deemed to be Subject Securities for the purposes of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, (i) the existence Shareholder shall not be responsible for the actions of the terms and conditions of this Agreement, the Arrangement Agreement Company or the Merger Agreement, board of directors of the Company (or any terms committee thereof) or conditions any officers, directors (in their capacity as such), employees or other information concerning professional advisors of any of the Transactions; foregoing (g) it will notthe “Company Parties”), without including with respect to any of the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions matters contemplated by this AgreementSection 4.1(a)(x), and (ii) the Arrangement Agreement and Shareholder is not making any representations or warranties with respect to the Merger Agreementactions of any of the Company Parties.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during in favour of the period commencing on Purchaser and Cxxxxx that, from the date hereof and continuing until the termination of this Agreement pursuant to in accordance with Section 34.1, except as permitted by this Agreement: (ai) it at any meeting of securityholders of the Company called to vote upon the Resolution or the transactions contemplated by the Arrangement 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 Arrangement Agreement is sought (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting in favour of the Resolution and the transactions contemplated by the Arrangement 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 Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder 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 Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees that he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person prior to the record date for the Meeting, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than as contemplated in this Agreement; (v) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, in respect of the Resolution or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vi) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder and entitled to vote at the Meeting, the Shareholder 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 Canopy concurrently with such delivery; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject Shares be voted at the Meeting in favour of the Resolution‎, with a copy to Canopy 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 Canopy and the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; Arrangement; (ii) participate assist any Person in taking or planning any discussions action that would reasonably be expected to compete with, restrain or negotiations regarding any Acquisition Proposal; otherwise serve to interfere with or inhibit the transactions contemplated by the Arrangement; (iii) accept act jointly or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement concert with others with respect to voting securities of the right to vote, call Meetings Company for the purpose of opposing or give consents or approvals of any kind competing with respect to the Shares, other than pursuant to transactions contemplated by the provisions hereof;Arrangement Agreement; or (eiv) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber knowingly encourage any effort or otherwise convey attempt by any other Person to do or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (fc) except The Shareholder hereby consents to, to the extent required by Law: (i) details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company or Canopy or any of their respective affiliates in connection with the Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on SXXXX operated on behalf of the Securities Authorities with all reasonable redactions made at the request of the Shareholder. (d) Except as required by applicable Law (after fully consulting with Vasogen)law or stock exchange requirements, it the Shareholder will not, prior and will ensure that its affiliates and representatives do not, make any public announcement with respect to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly transactions contemplated herein or indirectly, disclose pursuant to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent approval of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement Canopy and the Merger AgreementPurchaser.

Covenants of the Shareholder. The From and after the date hereof until the Expiration Time, the Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3as follows: (a) At any meeting of the shareholders of the Company, however called, or at any adjournment thereof or postponement thereof, to seek the Requisite Company Vote with respect to the approval of the Plan of Amalgamation and the Amalgamation Agreement, the Shareholder shall appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for the purpose of establishing a quorum and the Shareholder shall vote (or cause to be voted), the Subject Shares in favor of granting the Requisite Company Vote and in favor of any other matter reasonably related to the consummation or facilitation of the transactions contemplated by the Plan of Amalgamation. (b) At any meeting of shareholders of the Company, however called, or at any adjournment or postponement thereof, the Shareholder shall vote (or cause to be voted), the Subject Shares against, and shall not consent to (and shall cause the Subject Shares not to be consented to), any or all of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any merger or amalgamation agreement, or any merger, amalgamation, or sale or transfer of any material assets of the Company (other than the Plan of Amalgamation, Amalgamation Agreement and the Amalgamation), (ii) any reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (iii) any Takeover Proposal and (iv) any amendment of the Memorandum of Association or the Bye-Laws or other proposal or transaction involving the Company or any Subsidiary of the Company, which amendment or other proposal or transaction could reasonably be expected to, in any manner, impede, frustrate, breach, interfere with, delay, adversely affect, prevent or nullify any provision of the Plan of Amalgamation, the Amalgamation Agreement or the Amalgamation or change in any manner the voting rights of any shares of the capital of the Company (collectively, “Frustrating Transactions”). The Shareholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the Shareholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Common Shares to any person (other than pursuant to the Amalgamation) or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise, with respect to any Common Shares and shall not commit or agree to take any of the foregoing actions; provided that the Shareholder may Transfer any Common Shares to an Affiliate of the Shareholder so long as such Affiliate delivers to Parent prior to such Transfer a written undertaking, in form reasonably satisfactory to Parent, that it will be bound by the terms of this Agreement. (d) The Shareholder shall not, and shall use its reasonable best efforts to cause its officers, directors, shareholders, employees, agents, advisors and other representatives (the “Shareholder’s Representatives”) not to, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourageencourage or take any other action to facilitate any inquiries with respect to a potential Takeover Proposal or Frustrating Transaction or the submission of any Takeover Proposal or Frustrating Transaction, (ii) enter into any agreement with respect to any Takeover Proposal or Frustrating Transaction or (iii) enter into, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; regarding, or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related furnish to any Acquisition Proposal; person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or is reasonably likely to lead to any Takeover Proposal or Frustrating Transaction. The Shareholder promptly (band in any event within 24 hours) if shall advise Parent orally and in writing of any Takeover Proposal or Frustrating Transaction or inquiry made to the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to or that is reasonably likely to lead to any Takeover Proposal or Frustrating Transaction, on the right to vote, call Meetings or give consents or approvals timing and with the same amount of any kind detail as is required under the Plan of Amalgamation with respect to any Takeover Proposal or Frustrating Transaction received by the Shares, other than pursuant to the provisions hereof;Company. (e) it will The Shareholder shall not, nor shall the Shareholder authorize any Shareholder’s Representative to, issue any press release or make any other public statement with respect to this Agreement, the Plan of Amalgamation, the Amalgamation Agreement or the Amalgamation without the prior written consent of VasogenParent, sellexcept as may be required by applicable Law, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber Order or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing;stock exchange rule. (f) except as The Shareholder hereby (i) waives, and agrees not to exercise or assent to, any appraisal rights under Section 106 of the Companies Act in connection with the Amalgamation and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company relating to the negotiation, execution and delivery of the Plan of Amalgamation or the Amalgamation Agreement or the consummation of the Amalgamation. (g) In furtherance of this Agreement, the Shareholder hereby authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Subject Shares with respect to any Transfer not permitted hereunder. (h) The Shareholder hereby authorizes the Company and Parent to publish and disclose in any announcement or disclosure required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. SEC and Vasogen in the Information Statement or the Proxy Statement the Shareholder’s identity and ownership of the terms Subject Shares, this Agreement and the nature of such Shareholder’s obligations under this Agreement. (i) The Shareholder agrees that for the period commencing on the Closing Date and expiring on the second anniversary of the TransactionsClosing Date neither the Shareholder nor any of the Shareholder’s controlled Affiliates will, directly or indirectly, disclose solicit or cause to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically be solicited for the purposes of this Agreement) the existence of the terms and conditions of this Agreementemployment, the Arrangement Agreement offer to hire or the Merger Agreementengage as a consultant, entice away, or offer to enter into any terms contract with, or conditions hire or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, engage as a consultant or enter into any agreement or right to purchasecontract with, any additional shares person who is an officer or employee of IPCthe Company or any of its Subsidiaries, or otherwise induce or attempt to induce any such person to terminate or otherwise cease his or her employment relationship with the Company or any of its Subsidiaries, during the period of such person’s employment or the six (6) month period following any termination of such employment; andprovided, however, that the foregoing provision will not prevent the Shareholder or any of its controlled Affiliates from (i) soliciting employees through (x) any general solicitation for employment where the solicitation is not specifically directed at officers or employees of the Company or its Subsidiaries or (y) a recruitment or executive search firm that has been instructed not to solicit officers or employees of the Company or its Subsidiaries; and (ii) hiring any such person who responds to any such solicitation. (hj) The Shareholder agrees that it will do all things requiredpromptly notify Parent of the number of new Common Shares with respect to which beneficial ownership is acquired by Shareholder, necessaryif any, proper after the date hereof and before the expiration of this Agreement (the “New Shares”). The Shareholder also agrees that any New Shares acquired or advisable purchased by it shall be subject to consummate the transactions contemplated by terms of this Agreement, Agreement to the Arrangement Agreement and the Merger Agreementsame extent as if they constituted Subject Shares.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during in favour of the period commencing on Purchaser and Xxxxxx that, from the date hereof and continuing until the termination of this Agreement pursuant to in accordance with Section 34.1, except as permitted by this Agreement: (ai) it at any meeting of securityholders of the Company called to vote upon the Resolution or the transactions contemplated by the Arrangement 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 Arrangement Agreement is sought (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting in favour of the Resolution and the transactions contemplated by the Arrangement 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 Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares 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 Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder 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 Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees that he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person prior to the record date for the Meeting, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than as contemplated in this Agreement; (v) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, in respect of the Resolution or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vi) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder and entitled to vote at the Meeting, the Shareholder 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 Canopy concurrently with such delivery; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject Shares be voted at the Meeting in favour of the Resolution‎, with a copy to Canopy 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 Canopy and the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; Arrangement; (ii) participate assist any Person in taking or planning any discussions action that would reasonably be expected to compete with, restrain or negotiations regarding any Acquisition Proposal; otherwise serve to interfere with or inhibit the transactions contemplated by the Arrangement; (iii) accept act jointly or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement concert with others with respect to voting securities of the right to vote, call Meetings Company for the purpose of opposing or give consents or approvals of any kind competing with respect to the Shares, other than pursuant to transactions contemplated by the provisions hereof;Arrangement Agreement; or (eiv) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber knowingly encourage any effort or otherwise convey attempt by any other Person to do or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (fc) except The Shareholder hereby consents to, to the extent required by Law: (i) details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company or Canopy or any of their respective affiliates in connection with the Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on XXXXX operated on behalf of the Securities Authorities with all reasonable redactions made at the request of the Shareholder. (d) Except as required by applicable Law (after fully consulting with Vasogen)law or stock exchange requirements, it the Shareholder will not, prior and will ensure that its affiliates and representatives do not, make any public announcement with respect to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly transactions contemplated herein or indirectly, disclose pursuant to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent approval of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement Canopy and the Merger AgreementPurchaser.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Gravitas that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to in accordance with its terms as set forth in Section 34.1 (the “Expiry Time”), the Shareholder will not: (ai) without having first obtained the prior written consent of Gravitas, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees that until the Expiry Time it shall cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities: (i) at any meeting of any of the securityholders of the Company at which the Shareholder is entitled to vote, including any Company Meeting; and (ii) in any action by written consent of the securityholders of the Company, in favour of approving, consenting to, ratifying, adopting and effecting the Proposed Transactions and any actions required for the consummation of the Proposed Transactions. In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to be voted as soon as practicable following the posting of an information circular on SEDAR in connection with any such meeting of securityholders of the Company at which the Shareholder is entitled to vote, and in any event at least ten (10) Business Days prior to the date of such meeting and as far in advance as practicable of any adjournments or postponements thereof, voting all the Subject Securities eligible to be voted in favour of the Proposed Transactions and any actions required for the consummation of the Proposed Transactions. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form referred to above to Gravitas at the address below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees that until the Expiry Time it shall cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities against any proposed action by the Company, any shareholder of the Company or any other Person which would reasonably be regarded as being directed towards or likely to prevent, delay or reduce the likelihood of the successful completion of the Proposed Transactions. (d) 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 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. (e) Until the Expiry Time, the Shareholder will not, and will ensure its affiliates do not, directly or indirectly, through any officer, director, employee, advisortrustee, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) become a participant in a solicitation in opposition to the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Proposed Transactions; (dii) it will not grant assist any Person in taking or agree planning any action that would restrain or otherwise serve to grant interfere with or inhibit Gravitas in connection with the Proposed Transactions; (iii) act jointly or in concert with any proxy other Person (or other right to the Shares, or enter into any voting trust, vote pooling or other agreement group of Persons) with respect to voting securities of the right to vote, call Meetings or give consents or approvals Company for the purpose of any kind with respect to opposing the Shares, other than pursuant to the provisions hereof;Proposed Transactions; or (eiv) it will notcooperate in any way with, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest assist or participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares effort or attempt by any other Person (or any right group of Persons) to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law (after fully consulting with Vasogen), it will The Shareholder shall not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose exercise (or cause to be exercised) any personrights of dissent or rights of appraisal under any applicable laws or otherwise in connection with the Proposed Transactions or any aspect thereof or matter related thereto, firm and shall not exercise (or corporation (cause to be exercised) any other than on a confidential basis securityholder rights or remedies available at common law or pursuant to such advisors (if any) as the Shareholder Canada Business Corporations Act or applicable securities legislation against Gravitas or any of its affiliates that may determine are necessary reasonably be expected to retain specifically for adversely affect, delay, hinder, upset or challenge the purposes of this Agreement) the existence successful completion of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Proposed Transactions;. (g) it At the request of Xxxxxxxx, the Shareholder will, and will cause its applicable affiliates to, use all commercially reasonable efforts in its capacity, and their capacities, as a shareholder to assist the Company to successfully complete the Proposed Transactions and this Agreement, 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. (h) The Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, information circular, and court documents produced by Xxxxxxxx in connection with the Proposed Transactions; and (ii) this Agreement being made publicly available, including by filing on SEDAR; provided that Gravitas shall provide the Shareholder with reasonable advance notice of, and opportunity to comment on, any references to the Shareholder or its holdings of Subject Securities in such draft documentation and shall accept all reasonable comments of the Shareholder. (i) 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 Proposed Transactions without the prior written consent approval of Vasogen, not Xxxxxxxx and shall provide Gravitas with reasonable advance notice of and opportunity to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares comment on such draft documentation and shall accept all reasonable comments of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementGravitas.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to in accordance with its terms as set forth in Section 34.1 (the “Expiry Time”), the Shareholder will not: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitwithout having first obtained the prior written consent of the Purchaser, initiatesell, knowingly encouragetransfer, continue gift, assign, convey, pledge, hypothecate, encumber, option or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation dispose of any inquiries right or proposals regarding an Acquisition Proposal; (ii) participate interest in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept of the Subject Securities or enter into any agreement, letter of intentarrangement, arrangement commitment or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, other than pursuant to the form of consideration Arrangement or to be paid, one or more corporations directly or indirectly wholly-owned or controlled by the material terms and Shareholder without affecting beneficial ownership or control or direction over the identity of the proponentSubject Securities; (cii) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessaryother than as set forth herein, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy proxies or other right to the Sharespowers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into any a voting trustagreement, vote pooling commitment, understanding or other agreement arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees at any 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 (to the extent they carry a right to vote, call Meetings or give consents or approvals ): (i) at any meeting of any kind with respect of the securityholders of the Company at which the Subject Securities are entitled to vote, including the Shares, other than pursuant to the provisions hereof;Company Meeting; and (eii) it will not, without the prior in any action by written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any the securityholders of the Shares (or any right or interest therein (legal or equitable)) held by it to any personCompany, entity or group or agree to do any in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement including the Plan of Arrangement and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement including under the Plan of Arrangement. In connection with the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen, subject to this Section 3.1(b), it will notthe Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to be voted as soon as practicable following the mailing of the Company Circular and in any event at least five (5) Business Days prior to the public announcement by IPCCompany Meeting, IPC Corp. and Vasogen voting all the Subject Securities (to the extent that they carry the right to vote) in favour of the terms Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy, voting instruction form (or screenshots evidencing electronic voting thereof) referred to above to the TransactionsPurchaser at the address below concurrently with its delivery as provided for above. (c) 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 not to, directly or indirectly, disclose 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. (d) The Shareholder hereby covenants, undertakes and agrees from time to 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) the Subject Securities against any personproposed action by the Company, firm any shareholder, any of the Company’s Subsidiaries or corporation any other Person (or group of Persons): (i) in respect of any Acquisition Proposal or other 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 on a confidential basis the Arrangement; (ii) which would reasonably be regarded as being directed towards or likely to such advisors (if any) as prevent or delay the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence successful and timely completion of the terms and conditions Arrangement, including without limitation any amendment to the articles or by-laws of this Agreementthe Company or any of its Subsidiaries or their respective corporate structures or capitalization; or (iii) any action or agreement that would reasonably be expected to lead to or result in a breach of any representation, warranty, covenant or other obligation of the Company under the Arrangement Agreement if such action, agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;breach requires securityholder approval. (ge) it The Shareholder will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementShareholder will ensure that no beneficial owner of Subject Securities will, exercise or seek to exercise any dissent rights in respect of the Arrangement.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of the Purchaser: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitsell, initiatetransfer, knowingly encouragegift, continue assign, convey, pledge, hypothecate, encumber, option or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation dispose of any inquiries right or proposals regarding an Acquisition Proposal; (ii) participate interest in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept of the Subject Shares or enter into any agreement, letter of intentarrangement, arrangement commitment or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than (A) pursuant to the provisions hereof; Arrangement or an Alternative Transaction, (eB) it will notany exercise of Company Warrants or Company Options for Common Shares in accordance with their terms, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey (C) to one or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, more corporations directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as indirectly wholly owned by the Shareholder may determine are necessary without affecting beneficial ownership or control or direction over the Subject Shares, provided that in such case and for greater certainty, any Common Shares acquired as a result thereof shall be Subject Shares and subject to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (gii) it will notother than as set forth herein, without the prior written consent grant or agree to grant any proxies or powers of Vasogenattorney, not to be unreasonably withheld, purchasedeposit any Subject Shares into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any agreement Subject Shares; or (iii) requisition or right join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to purchasetime, 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 of the Subject Shares: (i) at any additional shares meeting of IPCany of the securityholders of the Company at which the Subject Shares are entitled to vote, including the Company Meeting; and (hii) it will do all things requiredin any action by written consent of the securityholders of the Company, necessaryin favour of the approval, proper or advisable to consummate consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by this Agreement, the Arrangement Agreement (and any actions required for the Merger consummation of the transactions contemplated by the Arrangement Agreement). In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Shares (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Company Circular and in any event at least 10 calendar days prior to the Company Meeting, voting all such Subject Shares (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Shares (to the extent that they carry the right to vote) against any proposed action by the Company, any Company Common Shareholder, any of the Company’s Subsidiaries or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal or other 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 that requires the approval of Company Common Shareholders under applicable law, other than the Arrangement or an Alternative Transaction; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or bylaws 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. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least a majority of the Common Shares of the Company, where such transaction requires the approval of Company Common Shareholders under applicable law, other than the Arrangement or an Alternative Transaction, is presented prior to the Effective Time for approval of, or acceptance by, the Company Common Shareholders, whether or not it may be recommended by the Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Shares.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Gravitas that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to in accordance with its terms as set forth in Section 34.1 (thEexpiry“Time”),Shtarheheolder will not: (ai) without having first obtained the prior written consent of Gravitas, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees that until the Expiry Time it shall cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities: (i) at any meeting of any of the securityholders of the Company at which the Shareholder is entitled to vote, including any Company Meeting; and (ii) in any action by written consent of the securityholders of the Company, in favour of approving, consenting to, ratifying, adopting and effecting the Proposed Transactions and any actions required for the consummation of the Proposed Transactions. In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to be voted as soon as practicable following the posting of an information circular on SEDAR in connection with any such meeting of securityholders of the Company at which the Shareholder is entitled to vote, and in any event at least ten (10) Business Days prior to the date of such meeting and as far in advance as practicable of any adjournments or postponements thereof, voting all the Subject Securities eligible to be voted in favour of the Proposed Transactions and any actions required for the consummation of the Proposed Transactions. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form referred to above to Gravitas at the address below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees that until the Expiry Time it shall cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities against any proposed action by the Company, any shareholder of the Company or any other Person which would reasonably be regarded as being directed towards or likely to prevent, delay or reduce the likelihood of the successful completion of the Proposed Transactions. (d) 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 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. (e) Until the Expiry Time, the Shareholder will not, and will ensure its affiliates do not, directly or indirectly, through any officer, director, employee, advisortrustee, representative, representative or agent or otherwise: : (i) solicit, initiate, knowingly encourage, continue solicit proxies or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) become a participant in a solicitation in opposition to the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Proposed Transactions; (dii) it will not grant assist any Person in taking or agree planning any action that would restrain or otherwise serve to grant interfere with or inhibit Gravitas in connection with the Proposed Transactions; (iii) act jointly or in concert with any proxy other Person (or other right to the Shares, or enter into any voting trust, vote pooling or other agreement group of Persons) with respect to voting securities of the right to vote, call Meetings or give consents or approvals Company for the purpose of any kind with respect to opposing the Shares, other than pursuant to the provisions hereof;Proposed Transactions; or (eiv) it will notcooperate in any way with, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest assist or participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares effort or attempt by any other Person (or any right group of Persons) to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law (after fully consulting with Vasogen), it will The Shareholder shall not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose exercise (or cause to be exercised) any personrights of dissent or rights of appraisal under any applicable laws or otherwise in connection with the Proposed Transactions or any aspect thereof or matter related thereto, firm and shall not exercise (or corporation (cause to be exercised) any other than on a confidential basis securityholder rights or remedies available at common law or pursuant to such advisors (if any) as the Shareholder Canada Business Corporations Act or applicable securities legislation against Gravitas or any of its affiliates that may determine are necessary reasonably be expected to retain specifically for adversely affect, delay, hinder, upset or challenge the purposes of this Agreement) the existence successful completion of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Proposed Transactions;. (g) it At the request of Xxxxxxxx, the Shareholder will, and will cause its applicable affiliates to, use all commercially reasonable efforts in its capacity, and their capacities, as a shareholder to assist the Company to successfully complete the Proposed Transactions and this Agreement, 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. (h) The Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, information circular, and court documents produced by Gravitas in connection with the Proposed Transactions; and (ii) this Agreement being made publicly available, including by filing on SEDAR; provided that Gravitas shall provide the Shareholder with reasonable advance notice of, and opportunity to comment on, any references to the Shareholder or its holdings of Subject Securities in such draft documentation and shall accept all reasonable comments of the Shareholder. (i) 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 Proposed Transactions without the prior written consent approval of Vasogen, not Xxxxxxxx and shall provide Gravitas with reasonable advance notice of and opportunity to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares comment on such draft documentation and shall accept all reasonable comments of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementGravitas.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until Until the termination of this Agreement pursuant to in accordance with Section 35, the Shareholder, in its capacity as such, agrees as follows: (a) At the Company Shareholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) held by the Shareholder (i) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement; and (ii) except with the written consent of Parent and Merger Sub, against any Company Acquisition Proposal. Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it will notis duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. The Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) The Shareholder agrees not to, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitsell, initiatetransfer, knowingly encouragetender, continue pledge, encumber, assign or otherwise facilitate dispose of (includingcollectively, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understandinga "Transfer") the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter option or other arrangement with respect to, or consent to a Transfer of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect to, any or all of intentthe Subject Shares, arrangement other than in accordance with the Merger Agreement, or understanding related (ii) grant any proxies (other than the Company proxy card in connection with the Company Shareholders Meeting if and to any Acquisition Proposal; (bthe extent such proxy is consistent with the Shareholder's obligations under Section 3(a) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussionshereof), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the deposit any Subject Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant into any proxy or other right to the Shares, voting trust or enter into any voting trustarrangement, vote pooling whether by proxy, voting agreement or other agreement otherwise, with respect to any of the right to vote, call Meetings or give consents or approvals of any kind with respect to the Subject Shares, other than pursuant to this Agreement or in a manner consistent with the provisions Shareholder's obligations under Section 3(a) hereof; (e) it will not. Such Shareholder further agrees not to, without the prior written consent of Vasogenand shall cause its affiliates not to, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber commit or otherwise convey or grant an option over agree to take any of the Shares (foregoing actions or take any right action that may reasonably be expected to have the effect of preventing, impeding, interfering with or interest therein (legal adversely affecting its ability to perform its obligations under this Agreement. Notwithstanding the foregoing or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior anything to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of contrary set forth in this Agreement, the Arrangement Agreement Shareholder may Transfer any or all of the Merger AgreementSubject Shares (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations or by distribution to partners, members, shareholders or affiliates of the Shareholder, so long as the transferee, prior to such Transfer, executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). As used herein, the term "Constructive Sale" shall mean a short sale with respect to any terms Subject Shares, entering into or conditions acquiring an offsetting derivative contract with respect to any Subject Shares, entering into or acquiring a futures or forward contract to deliver any Subject Shares or entering into any other or other information concerning derivative transaction that has the Transactions; (g) it will not, without effect of materially changing the prior written consent economic benefits and risks of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementownership.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants with the Purchaser and agrees that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3Article 5, except with the prior written consent of the Purchaser, it: (a) it will notshall not sell, directly assign, transfer, alienate, gift, pledge, option, hedge or indirectlyenter into any derivative transactions in respect of, through or otherwise dispose of or encumber any officerof the Subject Shares, director, employee, advisor, representative, agent or transfer any of the economic consequences of ownership thereof (whether settled in Shares or otherwise: (i) solicit), initiateor tender any of the Subject Shares to a take-over bid, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intentarrangement, arrangement commitment or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions)therewith, whether written or oral, other than pursuant to the Arrangement or an Alternative Transaction; provided that, notwithstanding the foregoing, the Shareholder will as promptly as practicable notify Vasogenmay (i) exercise stock options to acquire additional Shares, including through a cashless or net exercise of such stock option, (ii) forfeit or otherwise dispose of Subject Shares to satisfy tax withholding obligations upon the exercise or settlement of an equity award, (iii) transfer Subject Shares to a corporation, family trust, charitable entity or other entity directly or indirectly owned or controlled by the Shareholder or under common control with or controlling the Shareholder provided that (A) such transfer shall not relieve or release the Shareholder of or from its obligations under this Agreement, including, without limitation, the obligation of the Shareholder to vote or cause to be voted all Subject Shares in writingfavour of the Arrangement (and any other resolution that is required for the consummation of the transactions contemplated by the Arrangement Agreement), (B) prompt written notice of such transfer is provided to the Purchaser, (C) the transferee continues to be a corporation, family trust, charitable entity or other entity directly or indirectly controlling the Shareholder, or owned or controlled by the Shareholder, at all times prior to the approval of the Arrangement and to the termination of this Agreement pursuant to Article 5, and provide (D) the transferee agrees to Vasogen be bound by the terms of this Agreement as if it were a copy thereof if written, and if verbal, party hereto; (iv) transfer Subject Shares pursuant to a description Rule 10b5-1 trading plan in effect as of the principal terms, including date hereof; or (v) transfer Subject Shares by will or the price proposed to be paid in connection therewith, laws of intestacy upon the form of consideration to be paid, the material terms and the identity death of the proponentShareholder (if a natural Person); (cb) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will shall not grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust, vote trust or pooling or other agreement with respect to the right to votecalling of meetings of holders of Subject Shares, call Meetings or give the giving of any consents or approvals of any kind with respect to the Subject Shares, in each case other than pursuant to this Agreement; (c) shall not requisition or join in the provisions hereofrequisition of any meeting of any of the securityholders of the Corporation for the purpose of considering any resolution; (d) shall, at any meeting of securityholders of the Corporation at which the Shareholder or any registered holder of the Subject Shares is entitled to vote, including at the meeting of holders of Shares to be called to approve the Arrangement or an Alternative Transaction, and in any action by written consent of the securityholders of the Corporation: (i) cause itself or its representative or proxy (as applicable) to be counted as present for purposes of establishing quorum all of the Subject Shares; (ii) vote (or cause to be voted) all of the Subject Shares in favour of the approval, consent, ratification or adoption of the Arrangement or Alternative Transaction and any actions required in furtherance of the actions contemplated thereby; (iii) vote (or to cause to be voted) all of the Subject Shares against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby; (iv) deposit and to cause any beneficial owners of the Subject Shares eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Shares eligible to be voted as soon as practicable and in any event at least five (5) Business Days prior to the relevant meeting of the Corporation securityholders and as far in advance as practicable of every adjournment or postponement thereof; (v) not take, nor permit 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 notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has, at such time, been previously terminated in accordance with Section 5.1; and (vi) provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to in (iv) above to the Purchaser at the address below promptly following its delivery as provided for in (iv) above. (e) 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, disrupt, delay or be inconsistent with the matters set forth in this Agreement and agrees 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; (f) shall not: (i) exercise and shall ensure that no registered holder of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal it will may have in respect of the Arrangement; or (ii) contest, and shall ensure that no registered or beneficial holder of the Subject Shares contests, in any way the approval of the Arrangement by any Governmental Entity; (g) shall not, without directly or indirectly, through any of its officers, directors, employees, representatives or agents or otherwise: (i) solicit proxies or become a participant in a solicitation in opposition to or competition with the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any Purchaser’s proposed purchase of the Shares as contemplated by the Arrangement and the transactions contemplated thereby; (ii) assist any Person in taking or planning any action that would compete with, restrain, delay or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Shares as contemplated by the Arrangement; (iii) act jointly or in concert with others with respect to the Shares or any right other voting securities of the Corporation for the purpose of opposing, delaying or interest therein competing with the Purchaser’s proposed purchase of Shares as contemplated by the Arrangement; (legal iv) solicit, initiate, knowingly encourage or equitable)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 Corporation or any of its subsidiaries or entering into any form of agreement, arrangement or understanding) held any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal; (v) participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal; (vi) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding, whether written or oral, regarding any Acquisition Proposal; or (vii) cooperate in any way with, assist or participate in, knowingly encourage or otherwise knowingly facilitate or knowingly encourage any effort or attempt by it any other Person to any person, entity do or group or agree seek to do any of the foregoing. (h) shall, and shall cause each of its affiliates to and will instruct each of its and their representatives to, immediately cease and terminate any existing solicitation, knowing encouragement, discussions, negotiations or other activities it is engaged in with any Persons (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal; (fi) except shall cause itself or its representative or proxy (as required applicable) to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) the Subject Shares against any proposed action by applicable Law (after fully consulting with Vasogen)the Corporation, it will notits directors, prior to the public announcement by IPCofficers and/or shareholders, IPC Corp. and Vasogen any of the terms of the Transactions, directly its affiliates or indirectly, disclose to any person, firm or corporation other Person (other than on a confidential basis the Purchaser): (i) in respect of an Acquisition Proposal, or any inquiry, discussions, proposal or offer that could reasonably be expected to such advisors lead to an Acquisition Proposal; (if anyii) which would reasonably be regarded as being directed towards or likely to prevent or delay the Shareholder may determine are necessary successful completion of the Arrangement, including without limitation any amendment to retain specifically for the purposes constating documents of the Corporation, its subsidiaries or their respective organizational structures or capitalization; or (iii) in respect of any new shareholder rights plan or "poison pill" subsequent to the date of this Agreement. (j) the existence shall cause each of its affiliates, if any, to comply with each of the terms covenants in this Section 3.1 and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPCprovisions set out in Article 3; and (hk) shall notify the Purchaser promptly if any of the Shareholder’s representations and warranties contained in this Agreement becomes untrue or incorrect in any material respect, or of any situation or event that could cause it will do all things required, necessary, proper to be unable to fulfill or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementmeet any of its obligations hereunder.

Covenants of the Shareholder. The Shareholder hereby irrevocably and unconditionally covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the earlier of (i) the termination of this Agreement pursuant to Section 3: in accordance with its terms and (aii) it will notthe Effective Time (such earlier time being the “Expiry Time”), directly or indirectlythe Shareholder shall not (A) sell, through any officertransfer, directorgift, employeeassign, advisorconvey, representativepledge, agent or otherwise: (i) solicithypothecate, initiateencumber, knowingly encourageoption, continue grant a security interest in or otherwise facilitate dispose of any right or interest in (including, without limitation, including by way of furnishing information deposit or entering into tender under any form take-over bid) (any such event, a “Transfer”) any of agreementthe Subject Shares, arrangement other than the exercise, exchange or understanding) conversion of options, warrants or other securities in accordance with their terms for Xxxxxxxx Shares that will become subject to this Agreement as if they were Xxxxxxxx Shares owned by the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept Shareholder on the date hereof, or enter into any agreement, letter of intent, arrangement or understanding related in connection therewith (whether by actual disposition or effective economic disposition due to any Acquisition Proposal; (b) if cash settlement or otherwise), other than pursuant to the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (includingArrangement Agreement, without limitationhaving first obtained the prior written consent of the Purchaser, an offer or invitation to enter (B) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Shares into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogena voting trust, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description any way transfer any of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity voting rights associated with any of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Subject Shares, or enter into any a voting trustagreement, vote pooling understanding or other agreement arrangement with respect to the right to vote, call Meetings meetings of Xxxxxxxx Shareholders or give consents or approvals approval of any kind with respect to the any Subject Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees for the benefit of Crane that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3such Shareholder, in his or her capacity as a Shareholder, will: (a) it will until the date that is six months after the Expiration Date, except for the tendering of the Shares pursuant to the Offer and except for the option granted to Crane pursuant to Section 4 hereof, not sell, transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or other disposition of, any of the Shares owned by such Shareholder or any interest therein, unless and until such transferee executes and delivers to Crane a joinder to this Agreement pursuant to which such transferee shall agree that, for all purposes of this Agreement, (i) such transferee shall be deemed to be the "Shareholder" hereunder and (ii) all shares of the Common Stock of the Company transferred to such transferee pursuant to this Section 3(a) shall be deemed to be "Shares" hereunder; (b) until the Expiration Date, except as may be required to vote the Shares in accordance with Section 2 hereof, not grant any powers of attorney or proxies or consents in respect of any of the Shares owned by such Shareholder, deposit any of the Shares owned by such Shareholder into a voting trust, enter into a voting agreement with respect to any of the Shares owned by such Shareholder or otherwise restrict the ability of the holder of any of the Shares owned by such Shareholder freely to exercise all voting rights with respect thereto; and (c) until the Expiration Date, not, and cause such Shareholder's agents and representatives not to, initiate, solicit or encourage, directly or indirectly, through any officerinquiries or the making or implementation of any Acquisition Proposal or engage in any negotiations concerning, directoror provide any confidential information or data to, employeeor have any discussions with, advisorany person relating to a Acquisition Proposal, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (includingany effort or attempt to make or implement a Acquisition Proposal. The Shareholder shall immediately cease and cause to be terminated any existing activities, without limitationincluding discussions or negotiations with any parties, by way conducted heretofore with respect to any of furnishing information or entering into the foregoing and will take the necessary steps to inform such Shareholder's agents and representatives of the obligations undertaken in this Section 3(c). The Shareholder shall notify Crane immediately if any form of agreement, arrangement or understanding) the initiation of any such inquiries or proposals regarding an Acquisition Proposal; (ii) participate in are received by, any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreementinformation is requested from, or any terms such negotiations or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not discussions are sought to be unreasonably withheldinitiated or continued with, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementsuch Shareholder.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Neuronetics that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement in accordance with its terms pursuant to Section 34.1 (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of Neuronetics: (ai) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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 (A) pursuant to the Arrangement or (B) any exercise of Greenbrook Options for Shares in accordance with their terms, conversion of debt under the Greenbrook Credit Agreement or the Greenbrook Subordinated Convertible Notes, as applicable, in accordance with their terms or settlement of Greenbrook PSUs or Greenbrook RSUs in accordance with their terms; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of Greenbrook for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities: (i) at any meeting of any of the securityholders of Greenbrook at which the Subject Securities are entitled to vote, including the Greenbrook Meeting; and (ii) in any action by written consent of the securityholders of Greenbrook, 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 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Greenbrook Proxy Statement and in any event at least 10 calendar days prior to the Greenbrook Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent that they carry the right to vote): (i) against any Greenbrook Acquisition Proposal or Greenbrook Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Greenbrook or any Subsidiary of Greenbrook that requires the approval of securityholders of Greenbrook, and any proposed action by Greenbrook, any Shareholder, any of Greenbrook’s Subsidiaries or any other Person in connection therewith, in each case other than the Arrangement; (ii) against any proposed action by Greenbrook, any Greenbrook Shareholder, any of Greenbrook’s Subsidiaries or any other Person which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of Greenbrook or any of its Subsidiaries or their respective corporate structures or capitalization; and (iii) against any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of Greenbrook under the Arrangement Agreement. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least twenty percent of the Shares of Greenbrook, where such transaction requires the approval of the securityholders of Greenbrook, other than the Arrangement, is presented prior to the Expiry Time for approval of, or acceptance by, securityholders of Greenbrook, whether or not it may be recommended by the Greenbrook Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (e) Until the Expiry Time, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisorshareholder, representative, representative or agent or otherwise: : (i) solicit proxies or knowingly become a participant in a solicitation in opposition to or competition with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of Greenbrook for the purpose of opposing or competing with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise knowingly facilitate (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Greenbrook or any Subsidiary or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiry, proposal or proposals regarding an offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (iiv) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Neuronetics) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (vi) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Greenbrook Acquisition Proposal; (iiivii) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, understanding or arrangement in respect of a Greenbrook Acquisition Proposal or understanding related any inquiry, proposal or offer that may reasonably be expected to any constitute or lead to, a Greenbrook Acquisition Proposal;; or (bviii) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law The Shareholder will not (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen i) exercise any dissent rights in respect of the terms Arrangement; (ii) contest in any way the approval of the TransactionsArrangement by any Governmental Entity; or (iii) take any other action of any kind, directly in each case, which would reasonably be regarded as likely to reduce the success of, or indirectly, disclose to any person, firm materially delay or corporation (other than on a confidential basis to such advisors (if any) as interfere with the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreementcompletion of, the transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will, and will notcause each of its affiliates and representatives to, without the prior written consent of Vasogenimmediately cease and terminate, not any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than Neuronetics) with respect to be unreasonably withheldany inquiry, purchaseproposal or offer that constitutes, or enter into any agreement may reasonably be expected to constitute or right to purchaselead to, any additional shares of IPC; anda Greenbrook Acquisition Proposal. (h) it will do all things requiredThe Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Greenbrook Proxy Statement, and court documents produced by Greenbrook, Neuronetics or advisable to consummate 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 the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) and the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) operated on behalf of the Securities Authorities. (i) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement and without the Merger Agreementprior written approval of Neuronetics.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with Neuronetics that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement in accordance with its terms pursuant to Section 34.1 (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of Neuronetics: (ai) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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 (A) pursuant to the Arrangement or (B) any exercise of Greenbrook Options for Shares in accordance with their terms, conversion of debt under the Greenbrook Credit Agreement or the Greenbrook Subordinated Convertible Notes, as applicable, in accordance with their terms or settlement of Greenbrook PSUs or Greenbrook RSUs in accordance with their terms; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of Greenbrook for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities: (i) at any meeting of any of the securityholders of Greenbrook at which the Subject Securities are entitled to vote, including the Greenbrook Meeting; and (ii) in any action by written consent of the securityholders of Greenbrook, 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 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Greenbrook Proxy Statement and in any event at least 10 calendar days prior to the Greenbrook Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent that they carry the right to vote): (i) against any Greenbrook Acquisition Proposal or Greenbrook Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving Greenbrook or any Subsidiary of Greenbrook that requires the approval of securityholders of Greenbrook, and any proposed action by Greenbrook, any Shareholder, any of Greenbrook’s Subsidiaries or any other Person in connection therewith, in each case other than the Arrangement; (ii) against any proposed action by Xxxxxxxxxx, any Greenbrook Shareholder, any of Greenbrook’s Subsidiaries or any other Person which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of Greenbrook or any of its Subsidiaries or their respective corporate structures or capitalization; and (iii) against any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of Greenbrook under the Arrangement Agreement. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least twenty percent of the Shares of Greenbrook, where such transaction requires the approval of the securityholders of Greenbrook, other than the Arrangement, is presented prior to the Expiry Time for approval of, or acceptance by, securityholders of Greenbrook, whether or not it may be recommended by the Greenbrook Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (e) Until the Expiry Time, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisorshareholder, representative, representative or agent or otherwise: : (i) solicit proxies or knowingly become a participant in a solicitation in opposition to or competition with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of Greenbrook for the purpose of opposing or competing with Neuronetics’ proposed purchase of the Shares as contemplated by the Arrangement; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise knowingly facilitate (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Greenbrook or any Subsidiary or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiry, proposal or proposals regarding an offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (iiv) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Neuronetics) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, a Greenbrook Acquisition Proposal; ; (vi) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Greenbrook Acquisition Proposal; (iiivii) accept or enter into into, or publicly propose to accept or enter into, any agreement, letter of intent, understanding or arrangement in respect of a Greenbrook Acquisition Proposal or understanding related any inquiry, proposal or offer that may reasonably be expected to any constitute or lead to, a Greenbrook Acquisition Proposal;; or (bviii) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law The Shareholder will not (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen i) exercise any dissent rights in respect of the terms Arrangement; (ii) contest in any way the approval of the TransactionsArrangement by any Governmental Entity; or (iii) take any other action of any kind, directly in each case, which would reasonably be regarded as likely to reduce the success of, or indirectly, disclose to any person, firm materially delay or corporation (other than on a confidential basis to such advisors (if any) as interfere with the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreementcompletion of, the transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will, and will notcause each of its affiliates and representatives to, without the prior written consent of Vasogenimmediately cease and terminate, not any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than Neuronetics) with respect to be unreasonably withheldany inquiry, purchaseproposal or offer that constitutes, or enter into any agreement may reasonably be expected to constitute or right to purchaselead to, any additional shares of IPC; anda Greenbrook Acquisition Proposal. (h) it will do all things requiredThe Shareholder hereby consents to: (i) details of this Agreement being set out in any press release, necessaryinformation circular, proper including the Greenbrook Proxy Statement, and court documents produced by Greenbrook, Neuronetics or advisable to consummate 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 the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) and the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) operated on behalf of the Securities Authorities. (i) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement and without the Merger Agreementprior written approval of Neuronetics.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during unconditionally covenants, undertakes and agrees, from time to time, until the period commencing on earlier of (i) the date hereof Effective Time, and continuing until (ii) the termination of this Agreement pursuant to in accordance with Section 35.1 hereof: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitto cause to be counted as present for purposes of establishing quorum all the Company Ordinary Shares of the Shareholder, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into at any form of agreement, arrangement or understanding) the initiation meeting of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the securityholders of the Company at which the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation is entitled to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal termsvote, including the price proposed to be paid Company Shareholder Resolution, or at any adjournment thereof or in connection therewithany other circumstances upon which a vote, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy consent or other right to the Shares, or enter into any voting trust, vote pooling or other agreement approval with respect to the right Transactions contemplated by the Business Combination Agreement is sought, or in any action by written consent of the securityholders of the Company, and to vote or cause to be voted (in person, by proxy, by action by written consent, as applicable, or as otherwise may be required under the articles of the Company) all the Company Ordinary Shares of the Shareholder, in favor of the approval, consent, ratification and adoption of the Transactions contemplated by the Business Combination Agreement. (ii) to cause to be counted as present for purposes of establishing quorum all the Company Ordinary Shares of the Shareholder, at any meeting of any of the securityholders of the Company at which the Shareholder is entitled to vote, call Meetings or give consents at any adjournment thereof or approvals of in any kind other circumstances upon which a vote, consent or other approval, with respect to matters contemplated by clause (A) or clause (B) of this Section 4.1(a)(ii), is sought, or in any action by written consent of the Sharessecurityholders of the Company, and to vote or cause to be voted (in person, by proxy or by action by written consent, as applicable, or as otherwise may be required under the articles of the Company) all the Company Ordinary Shares of the Shareholder, in opposition to: (A) any Company Acquisition Proposal; and (B) any other than matter, action or proposal which would reasonably be expected to result in a breach of any representation, warranty, covenant or other obligation of the Company under the Business Combination Agreement if such breach requires securityholder approval and is communicated as being such a breach in a notice in writing delivered by BNIX to the Shareholder; (iii) except pursuant to the provisions hereof; (e) it will not, without Business Combination Agreement or with the prior written consent of VasogenBNIX (such consent to be given or withheld in its sole discretion), sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over not to (A) Transfer any Company Ordinary Shares of the Shares (Shareholder, or any right or interest therein therein, (legal B) enter into (1) any option, warrant, purchase right, or equitableother Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) held by it require such Shareholder to Transfer any personCompany Ordinary Shares of the Shareholder, entity or group any right or agree interest therein, or (2) any voting trust, proxy or other Contract with respect to do the voting or Transfer of any Company Ordinary Shares of the Shareholder, or any right or interest therein, in a manner inconsistent with the covenants and obligations of this Agreement, or (C) enter into any Contract to take, or cause to be taken, any of the foregoing; actions set forth in clauses (fA) except or (B); provided, however, that the foregoing shall not apply to any Transfer (1) to any Affiliate of such Shareholder; (2) in the case of an individual, by gift to a member of one of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such individual; (3) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (4) in the case of an individual, pursuant to a qualified domestic relations order; or (5) by virtue of the Shareholder’s organizational documents upon liquidation or dissolution of the Shareholder (any transferee of the type set forth in clauses (1) through (5) a “Permitted Transferee”); provided, that the transferring Shareholder shall, and shall cause any Permitted Transferee, to enter into a written agreement in form and substance reasonably satisfactory to BNIX, agreeing to be bound by this Agreement (which will include, for the avoidance of doubt, all of the covenants, agreements and obligations of the transferring Shareholder hereunder and the making of all applicable representations and warranties of the transferring Shareholder set forth in Article 2 with respect to such transferee and his, her or its Company Ordinary Shares, or any right or interest therein, received upon such Transfer, as required by applicable Law (after fully consulting with Vasogen), it will not, applicable) prior and as a condition to the public announcement by IPC, IPC Corp. and Vasogen occurrence of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the Transfer. For purposes of this Agreement) the existence , “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of the terms and conditions a security interest or encumbrance in or disposition of this Agreementan interest (whether with or without consideration, the Arrangement Agreement whether voluntarily or the Merger Agreement, involuntarily or any terms by operation of law or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementotherwise).

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3:as follows: ---------------------------- (a) it will notAt any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares having a right to vote with respect thereto in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Shareholder. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares having a right to vote with respect thereto against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's articles of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (c) The Shareholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, through with any officerTakeover Proposal. (d) The Shareholder shall not, directornor shall the Shareholder permit any investment banker, employeeattorney or other adviser or representative of the Shareholder to, advisor, representative, agent or otherwise: (i) directly or indirectly solicit, initiateinitiate or encourage the submission of, knowingly encourage, continue any Takeover Proposal or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) directly or indirectly participate in any discussions or negotiations regarding any Acquisition Proposal; regarding, or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related furnish to any Acquisition person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal;. (be) if So long as the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oralMerger Agreement has not been terminated, the Shareholder will as promptly as practicable notify Vasogen, in writingshall tender pursuant to the Offer, and provide to Vasogen a copy thereof if writtennot withdraw, and if verbal, a description all of the principal termsSubject Shares and, including the price proposed to be paid in connection therewith, the form of consideration to be paidshall, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Class C Shares, other than take such action as shall be necessary to request retraction of such shares and tender of the shares of Common Stock received upon such retraction pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementOffer.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not directly or indirectly, without having first obtained the prior written consent of the Purchaser: (ai) sell, transfer, gift, assign, grant a participation interest in, convey, pledge, hypothecate, grant a security interest in, encumber, option or otherwise dispose of any right or interest in, or enter into any forward sale, repurchase agreement, option or other arrangement or monetization transaction with respect to, any of its Company Securities, or any right or interest therein (legal or equitable) to any Person or group of Persons, or tender any of the Company Securities to a take- over bid or enter into any agreement, arrangement, commitment or understanding in connection therewith, or agree to do any of the foregoing, other than (A) pursuant to the Arrangement or an Alternative Transaction, (B) any exercise of warrants or options exercisable for Company Shares in accordance with their terms, or (C) to one or more corporations, family trusts, RRSP account or other entity directly or indirectly owned or controlled by, or under common control with the Shareholder, provided that (i) such transfer will not relieve the Shareholder of or from its obligations under this Agreement to vote or cause to be voted all Company Securities at the Company Meeting, (ii) prompt written notice of such transfer is provided to the Purchaser; and (iii) the transferee continues to be an entity or corporation directly or indirectly owned or controlled by the Shareholder at all times until the Expiry Time. (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Company Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Company Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Company Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of the Company at which the Shareholder or any registered or beneficial owner of the Company Securities are entitled to vote, including the Company Meeting; and (ii) 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 3.1(b), the Shareholder hereby agrees to deposit and to cause any beneficial owners of Company Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Company Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Company Circular and in any event at least 10 Business Days prior to the Company Meeting, voting all such Company Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to above to the Purchaser at the address below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Company Securities (to the extent that they carry the right to vote) against any proposed action by the Company, any Company Shareholder, any of the Company’s Subsidiaries or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal involving the Company or any Subsidiary of the Company that requires the approval of Company Shareholders under applicable Law, other than the Arrangement or an Alternative Transaction; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay 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, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company under the Arrangement Agreement. If the Shareholder is the beneficial owner, but not the registered holder, of any of its Company Securities, the Shareholder agrees to take all actions necessary to cause the registered holder and any nominees to vote all of its Company Securities in accordance with this Section 3.1(c). (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least a majority of the Company Shares of the Company, where such transaction requires the approval of Company Shareholders under applicable Law, other than the Arrangement or an Alternative Transaction, is presented prior to the Expiry Time for approval of, or acceptance by, the Company Shareholders, whether or not it may be recommended by the Company Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Company Securities. (e) The Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Company Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Company Shares as contemplated by the 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 Purchaser’s proposed purchase of the Company Shares as contemplated by the Arrangement; (iv) solicit, assist, initiate, knowingly encourage, continue encourage or otherwise facilitate (including, without limitation, including by way of furnishing information 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) the initiation of any inquiries inquiry, proposal or proposals regarding offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; ; (iiv) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify support for the transactions contemplated by the Arrangement Agreement; (vi) participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (vii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal; or (viii) 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. (f) If the Shareholder is a Representative of the Company or any of its Subsidiaries, the Shareholder hereby acknowledges and agrees to comply with the terms of Sections 5.1 and 5.2 of the Arrangement Agreement. (g) The Shareholder will not: (i) exercise any rights of appraisal or dissent rights that the Shareholder may have under applicable Law or otherwise in respect of the Arrangement or the transactions contemplated by the Arrangement Agreement; (ii) contest in any way the approval of the Arrangement by any Governmental Entity; or (iii) accept take any other action of any kind, directly or enter into indirectly, 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. (h) The Shareholder will, and will cause each of its affiliates and will instruct each of its representatives to, immediately cease and terminate, and cause to be terminated, any agreementsolicitation, letter encouragement, discussion, negotiations, or other activities commenced prior to the date of intent, arrangement this Agreement with any Person (other than the Purchaser or understanding related an affiliate thereof) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;, whether or not initiated by the Shareholder or any of its affiliates or their respective officers, directors, employees, representatives or agents. (bi) if At the request of the Purchaser, the Shareholder receives any Acquisition Proposal will, and will cause its applicable affiliates and representatives to, use all commercially reasonable efforts in its capacity capacity, and their capacities, as a holder of Shares (Company Shareholder 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, an offer cooperating with the Purchaser and the Company to make all requisite regulatory filings. (j) The Shareholder hereby consents to: (i) the 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 invitation to enter into discussions)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, whether written or oralincluding by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authorities. (k) Except as required by applicable Law, the Shareholder will as promptly as practicable notify Vasogen, in writingnot, and provide to Vasogen a copy thereof if writtenwill ensure that their affiliates and representatives do not, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant make any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement public announcement with respect to the right to vote, call Meetings transactions contemplated herein or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, Arrangement Agreement without the prior written consent approval of Vasogenthe Purchaser. (l) Subject to the completion of the Arrangement, the Shareholder hereby undertakes with the Purchaser that, from the date of the completion of the Arrangement, the common shares of the Purchaser acquired by the Shareholder as a result of the Arrangement (the “Purchaser Shares”), or other securities convertible into, exchangeable for or exercisable to acquire common shares of the Purchaser, directly or indirectly (together with Purchaser Shares, the “Purchaser Securities”), shall be subject to the restrictions on Transfer set out in Schedule B. The Shareholder agrees that it will not sell, transfer, monetizegift, hypothecateassign, grant a participation interest in, convey, pledge, encumberhypothecate, grant a security interest in, encumber encumber, option or otherwise convey dispose of any right or grant an interest in, or enter into any forward sale, repurchase agreement, option over or other arrangement or monetization transaction with respect to, any of the Shares (its Purchaser Securities, or any right or interest therein (legal or equitable)) held by it to any person, entity Person or group of Persons, or tender any of the Purchaser Securities to a take- over bid or enter into any agreement, arrangement, commitment or understanding in connection therewith, or agree to do any of the foregoing; foregoing with respect to the Purchaser Securities (feach, a “Transfer”) except until such time as required by applicable Law such Purchaser Securities have been released in accordance with Schedule B, other than (after fully consulting A) any exercise or conversion, as applicable, of warrants, options or exchangeable shares exercisable for or convertible into Purchaser Shares in accordance with Vasogentheir terms, provided that such Purchaser Shares are also subject to this Section 3.1(l), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if anyB) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without with the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.Purchaser,

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees that during in favour of the period commencing on Purchaser that, from the date hereof and continuing until the termination of this Agreement pursuant to in accordance with Section 34.1, except as permitted by this Agreement: (ai) it at any meeting of securityholders of the Company called to vote upon the Arrangement Resolution or the transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement Resolution or the transactions contemplated by the Arrangement Agreement is sought, the Shareholder shall cause its Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares (which have a right to vote at such meeting) in favour of the Arrangement Resolution and the transactions contemplated by the Arrangement 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 (including by written consent in lieu of a meeting), the Shareholder shall cause its Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares (which have a right to vote at such meeting) against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”); (iii) the Shareholder shall revoke 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; (iv) the Shareholder agrees not to directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Shares to any Person, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement; (v) the Shareholder shall as a holder of Subject Shares cooperate with the Company and the Purchaser to successfully complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement and to oppose any of the Prohibited Matters; (vi) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, from the Arrangement or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vii) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Company Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder, the Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Company Circular and with a copy to the Purchaser concurrently with such delivery, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement Resolution; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, with a copy to the Purchaser concurrently, instructing that the Shareholder’s Subject Shares be voted at the Company Meeting in favour of the Arrangement Resolution. Such proxy or proxies shall name those individuals as may be designated by the Company in the Company 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 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Company Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Company Shares as contemplated by the 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 Purchaser’s proposed purchase of the Company Shares as contemplated by the Arrangement; (iv) knowingly solicit, initiate, knowingly encourage, continue encourage or otherwise facilitate (including, without limitation, including by way of furnishing information 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) the initiation of any inquiries inquiry, proposal or proposals regarding offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; ; (iiv) participate in accept or enter into, or publicly propose to accept or enter into, any discussions letter of intent, agreement, arrangement or negotiations understanding regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal;or (bvi) if the Shareholder receives encourage any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer effort or invitation attempt by any other Person to enter into discussions), whether written do or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (fc) except The Shareholder will, and will cause each of its affiliates and will instruct each of its representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser or an affiliate thereof) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. (d) The Shareholder hereby consents to: (i) 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 Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, by filing on the SEDAR operated on behalf of the Securities Authorities. (e) Except as required by applicable Law (after fully consulting with Vasogen)law or stock exchange requirements, it the Shareholder will not, prior and will ensure that their affiliates and representatives do not, make any public announcement with respect to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly transactions contemplated herein or indirectly, disclose pursuant to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent approval of Vasogenthe Purchaser, which approval shall not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms: (a) The Shareholder will not, without having first obtained the prior written consent of the Purchaser: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, 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 (A) any exercise of share purchase warrants, incentive stock options or other convertible securities of the Company in accordance with their terms, or (B) to one or more corporations directly or indirectly wholly owned by the Shareholder without affecting beneficial ownership or control or direction over the Subject Securities, provided that in each such case and for greater certainty, any Common Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent that they carry a right to vote) at the Company Meeting (or, if applicable, in any action by written consent of the securityholders of the Company) in favour of the approval, consent, ratification and adoption of the resolutions approving the Transaction and the transactions contemplated by the Purchase Agreement (and any actions required for the consummation of the transactions contemplated by the Purchase Agreement) (collectively, the "Transaction Resolutions"). In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Company's management information circular in respect of the Company Meeting (the "Company Circular") and in any event at least 10 calendar days prior to the Company Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Transaction Resolutions. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. (c) The Shareholder hereby covenants, undertakes and agrees to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent that they carry the right to vote) against any proposed action by the Company or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal that requires the approval of the shareholders of the Company under applicable law, other than the Transaction; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Transaction, including without limitation any amendment to the articles or by-laws of the Company, Holdco and/or the Target Corporations 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 Purchase Agreement. (d) The Shareholder hereby covenants, undertakes and agrees in the event that any Acquisition Proposal or Superior Proposal that requires the approval of the shareholders of the Company under applicable law, other than the Transaction, is presented prior to the closing date for the Transaction for approval of, or acceptance by, the shareholders of the Company (whether or not it may be recommended by the board of directors of the Company) not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (e) Subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser's proposed purchase of the Holdco Shares as contemplated by the Transaction; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser's proposed purchase of the Holdco Shares as contemplated by the Transaction; (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 Purchaser's proposed purchase of the Holdco Shares as contemplated by the Transaction; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise facilitate (including, without limitation, including by way of furnishing information or providing copies of, access to, or disclosure of, any confidential information, books or records of the Company, Holdco and/or the Target Corporations in the Company's possession or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiry, proposal or proposals regarding offer that constitutes or would reasonably be expected to constitute or lead to, an Acquisition Proposal; ; (iiv) participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal; (vi) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal; or (iii) accept cooperate in any way with, assist or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law The Shareholder will not (after fully consulting with Vasogen), it will not, prior to i) contest in any way the public announcement by IPC, IPC Corp. and Vasogen approval of the terms Transaction by any Governmental Entity; or (ii) take any other action of any kind, in each case which would reasonably be regarded as likely to reduce the Transactionssuccess of, directly or indirectly, disclose to any person, firm materially delay or corporation (other than on a confidential basis to such advisors (if any) as interfere with the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreementcompletion of, the Arrangement Agreement or transactions contemplated by the Merger Purchase Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will, and will notcause each of its affiliates and will instruct each of its representatives to, without the prior written consent of Vasogenimmediately cease and terminate, not and cause to be unreasonably withheldterminated, purchaseany solicitation, encouragement, discussion, negotiations, or enter into other activities commenced prior to the date of this Agreement with any agreement Person (other than the Purchaser or right an affiliate thereof) with respect to purchaseany inquiry, any additional shares of IPC; andproposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. (h) it At the request of the Purchaser, the Shareholder will, and will do cause its applicable affiliates and representatives to, use all things requiredcommercially reasonable efforts in its capacity, necessaryand their capacities, proper as a shareholder of the Company to assist the Company and the Purchaser to successfully complete the Transaction and the other transactions contemplated by the Purchase 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 advisable to consummate investigation whether civil, criminal, administrative, or investigative, unless the Purchaser reimburses the Shareholder for such expenses. (i) The Shareholder hereby consents to: (i) details of this Agreement being set out in any press release or information circular, including the Company Circular, or other document produced by the Company, the Purchaser or any of their respective affiliates in connection with the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Purchase Agreement; and (ii) this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR). (j) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Purchase Agreement without the prior written approval of the Purchaser.

Covenants of the Shareholder. The For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, from the date hereof until the termination of this letter agreement in accordance with Section 5, the Shareholder hereby irrevocably covenants and agrees that agrees, as follows: (a) Irrevocably to vote (or cause to be voted) and provide evidence hereof to Angle, in writing if voting by proxy, within five days prior to the Meeting, all of the Shareholder's Bellatrix Shares in favour of all resolutions approving the Arrangement, as contemplated by the Arrangement Agreement, and any actions required in furtherance of the actions contemplated thereby at the Meeting and not withdraw any proxies or change the vote thereof; (b) to vote (or to cause to be voted) all of the Shareholder's Bellatrix Shares at any meeting of Shareholders of Bellatrix against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated by the Arrangement Agreement; (c) except to the extent permitted hereunder, not take any action of any kind which would cause any of its representations or warranties in this letter agreement to become untrue or which may in any way adversely affect the success of the Arrangement or the completion of the Arrangement; (d) promptly notify Angle upon any of the Shareholder's representations or warranties in this letter agreement becoming untrue or incorrect in any material respect during the period commencing on the date hereof and continuing until expiring at the earlier of the Effective Time and the termination of this Agreement pursuant to Section 3: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of letter agreement, arrangement or understanding) and for the initiation purpose of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposallanguage which suggests that it is only being given as at the date hereof); (be) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation not to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to vote any of the SharesShareholder's Bellatrix Shares (other than as permitted under subsections 1(a) and 1(b) hereof and to grant or agree to grant a proxy to vote at any regularly held annual meeting of Bellatrix with respect to matters that do not affect the Arrangement), or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings meetings of Shareholders or give consents or approvals approval of any kind with respect as to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoingShareholder's Bellatrix Shares; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPCextent permitted hereunder, IPC Corp. and Vasogen of the terms of the Transactionsnot to take any action, directly or indirectly, disclose which may reasonably be expected to any personadversely affect, firm delay, hinder, upset or corporation (other than on a confidential basis to such advisors (if any) as challenge the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence successful completion of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the TransactionsArrangement; (g) it will notto execute and deliver, without the prior written consent of Vasogen, not or cause to be unreasonably withheldexecuted and delivered, purchasesuch additional or further consents, documents or enter into any agreement or right to purchase, any additional shares other instruments as Angle may reasonably request for the purpose of IPC; andeffectively carrying out the matters contemplated by this letter agreement; (h) subject to Section 14, it will do all things required, necessary, proper or advisable shall use its reasonable commercial efforts to consummate cause Bellatrix to perform its obligations under the transactions contemplated by this Arrangement Agreement, to the Arrangement Agreement and the Merger Agreementextent that it is in within his or her power.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to Section 3in accordance with its terms (the “Expiry Time”), the Shareholder will not, without having first obtained the prior written consent of the Purchaser: (ai) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in any of the Subject Securities or tender any of the Subject Securities to a take-over bid or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than (A) pursuant to the Arrangement or an Alternative Transaction, (B) any exercise of warrants or options exercisable for Common Shares in accordance with their terms, or (C) to one or more corporations directly or indirectly wholly owned by the Shareholder without affecting beneficial ownership or control or direction over the Subject Shares, provided that in such case and for greater certainty, any Subject Securities acquired as a result thereof shall remain Subject Securities and subject to the terms and conditions of this Agreement (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of the Company at which the Shareholder or any registered or beneficial owner of the Subject Securities are entitled to vote, including the Company Meeting; and (ii) 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 3.1(b), the Shareholder hereby agrees to deposit and to cause any beneficial owners of Subject Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Company Circular and in any event at least 10 calendar days prior to the Company Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form (or screen shots evidencing electronic voting thereof) referred to above to the Purchaser at the address below concurrently with its delivery as provided for above. (c) The Shareholder hereby covenants, undertakes and agrees from time to 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 of the Subject Securities (to the extent that they carry the right to vote) against any proposed action by the Company, any Company Common Shareholder, any of the Company’s Subsidiaries or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal or other 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 that requires the approval of Company Common Shareholders under applicable law, other than the Arrangement or an Alternative Transaction; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay 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. (d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least a majority of the Common Shares of the Company, where such transaction requires the approval of Company Common Shareholders under applicable law, other than the Arrangement or an Alternative Transaction, is presented prior to the Effective Time for approval of, or acceptance by, the Company Common Shareholders, whether or not it may be recommended by the Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities. (e) Until the Expiry Time, subject to Section 4.5 the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, advisor, representative, representative or agent or otherwise: : (i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Common Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Common Shares as contemplated by the 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 Purchaser’s proposed purchase of the Common Shares as contemplated by the Arrangement; (iv) solicit, initiate, knowingly encourage, continue encourage or otherwise facilitate (including, without limitation, including by way of furnishing information 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) the initiation of any inquiries inquiry, proposal or proposals regarding offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; ; (iiv) participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal; (vi) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal;or (bvii) if the Shareholder receives cooperate in any Acquisition Proposal in its capacity as a holder of Shares (includingway with, without limitation, an offer assist or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest participate in, encumber knowingly encourage or otherwise convey facilitate or grant an option over encourage any of the Shares (effort or attempt by any right other Person to do or interest therein (legal or equitable)) held by it to any person, entity or group or agree seek to do any of the foregoing;. (f) except as required by applicable Law (after fully consulting with Vasogen), it The Shareholder will not, prior to the public announcement by IPC, IPC Corp. and Vasogen : (i) exercise any dissent rights in respect of the terms Arrangement; (ii) contest in any way the approval of the TransactionsArrangement by any Governmental Entity; or (iii) take any other action of any kind, directly in each case which would reasonably be regarded as likely to reduce the success of, or indirectly, disclose to any person, firm materially delay or corporation (other than on a confidential basis to such advisors (if any) as interfere with the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreementcompletion of, the transactions contemplated by the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;. (g) it The Shareholder will, and will notcause each of its affiliates and will instruct each of its representatives to, without the prior written consent of Vasogenimmediately cease and terminate, not and cause to be unreasonably withheldterminated, purchaseany solicitation, encouragement, discussion, negotiations, or enter into other activities commenced prior to the date of this Agreement with any agreement Person (other than the Purchaser or right an affiliate thereof) with respect to purchaseany inquiry, any additional shares of IPC; andproposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. (h) it At the request of the Purchaser, the Shareholder will, and will do cause its applicable affiliates and representatives to, use all things requiredcommercially reasonable efforts in its capacity, necessaryand their capacities, proper as a Company Common Shareholder 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 advisable to consummate investigation whether civil, criminal, administrative, or investigative, unless the Purchaser reimburses the Shareholder for such expenses. (i) The Shareholder hereby consents to: (i) 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 (ii) this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authorities. (j) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement and without the Merger Agreementprior written approval of the Purchaser.

Covenants of the Shareholder. (a) The Shareholder hereby irrevocably covenants and agrees with the Purchaser that during the period commencing on from the date hereof and continuing of this Agreement until the termination of this Agreement pursuant to in accordance with its terms as set forth in Section 34.1 (the "Expiry Time"), the Shareholder will not: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicitwithout having first obtained the prior written consent of the Purchaser, initiatesell, knowingly encouragetransfer, continue gift, assign, convey, pledge, hypothecate, encumber, option or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation dispose of any inquiries right or proposals regarding an Acquisition Proposal; (ii) participate interest in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept of the Subject Securities or enter into any agreement, letter of intentarrangement, arrangement commitment or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, other than (A) pursuant to the form Arrangement, (B) any exercise of consideration Company Options exercisable for Common Shares, provided that the Common Shares acquired on such exercise become Subject Securities subject to be paidthe terms of this Agreement, or (C) to one or more of a parent, spouse, child or grandchild of, or a corporation, partnership, limited liability company or other entity controlled by, the material Shareholder or a trust or account (including an Registered Retirement Savings Plan, Registered Education Savings Plan, Registered Retirement Income Fund or similar account) existing for the benefit of such Person or entity, provided that in each such case, as a condition to such transfer, any such transferee enters into a voting and support agreement with the Purchaser on the same terms and of this Agreement regarding the identity of the proponenttransferred securities; (cii) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessaryother than as set forth herein, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy proxies or other right to the Sharespowers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into any a voting trustagreement, vote pooling commitment, understanding or other agreement arrangement, oral or written, with respect to the right voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Shareholder hereby covenants, undertakes and agrees at any 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 listed opposite its name on Schedule A: (i) at any meeting of any of the securityholders of the Company at which the Shareholder or any beneficial owner of the Subject Securities is entitled to vote, call Meetings or give consents or approvals of any kind with respect to including the Shares, other than pursuant to the provisions hereof;Company Meeting; and (eii) it will not, without the prior in any action by written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any the securityholders of the Shares (or any right or interest therein (legal or equitable)) held by it to any personCompany, entity or group or agree to do any in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement (including the Plan of Arrangement) and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement (including under the Plan of Arrangement). In connection with the foregoing; , subject to this Section 3.1 (f) except as required by applicable Law (after fully consulting with Vasogenb ), it will notthe Shareholder hereby agrees to deposit and to cause any beneficial owners of Subject Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to be voted as soon as practicable following the mailing of the Company Circular and in any event at least five (5) Business Days prior to the public announcement by IPCCompany Meeting and as far in advance as practicable of every adjournment or postponement thereof, IPC Corp. and Vasogen voting all the Subject Securities eligible to be voted in favour of the terms Arrangement Resolution and any resolutions approving, consenting to, ratifying or adopting the transactions contemplated by the Arrangement Agreement (including the Plan of Arrangement) and any actions required for the consummation of the Transactionstransactions contemplated by the Arrangement Agreement (including under the Plan of Arrangement). The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1. The Shareholder will provide copies of each such proxy or voting instruction form (or screenshots evidencing electronic voting thereof) referred to above to the Purchaser at the address below concurrently with its delivery as provided for above. (c) 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 not to, directly or indirectly, disclose 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. (d) The Shareholder hereby covenants, undertakes and agrees from time to 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) the Subject Securities against any personproposed action by the Company, firm any shareholder, any of the Company's Subsidiaries or corporation any other Person (or group of Persons): (i) in respect of any Acquisition Proposal or Superior Proposal or other 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 on a confidential basis the Arrangement; (ii) which would reasonably be regarded as being directed towards or likely to such advisors (if any) as prevent, delay or reduce the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence likelihood of the terms successful and conditions timely completion of this Agreementthe 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 reasonably be expected to lead to or result in a breach of any representation, warranty, covenant or other obligation of the Company under the Arrangement Agreement or the Merger Agreementif such action, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementbreach requires securityholder approval.

Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant Subject to Section 3: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Shareholder hereby covenants to Pembina that: (a) the Shareholder shall not, directly or indirectly: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest (including any economic consequence of ownership) in any of the Subject Shares, or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than pursuant to the Arrangement; (ii) other than in connection with any annual general meeting of Inter Pipeline Shareholders called by the directors of Inter Pipeline (and provided the same are not inconsistent with this Agreement or the Merger Arrangement Agreement), grant or agree to grant any proxies or powers of attorney, deposit any Subject Shares into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Shares other than pursuant to this Agreement; or (iii) requisition or join in the requisition of any meeting of Inter Pipeline (for greater certainty, other than a meeting called by the directors of Inter Pipeline) for the purpose of considering any resolution other than the Arrangement Resolution; provided that the Shareholder may transfer Subject Shares (i) to a corporation, family trust, registered retirement savings plan or other entity directly or indirectly owned or controlled by the Shareholder or under common control with or controlling the Shareholder provided that (A) such transfer will not relieve or release the Shareholder of or from its obligations under this Agreement, or any terms or conditions (B) prompt written notice of such transfer is provided to Pembina, and (C) the transferee continues to be a corporation or other information concerning entity directly or indirectly owned or controlled by the Transactions; Shareholder or the transferee shall have agreed in form and on terms satisfactory to Pembina, acting reasonably, to become bound by this Agreement in the same manner as the Shareholder or (gii) it will not, without with the prior written consent of VasogenPembina. (b) the Shareholder shall vote the Subject Shares at any meeting of any of the Inter Pipeline Shareholders at which the Inter Pipeline Shareholders are entitled to vote, including the Inter Pipeline Shareholders' Meeting, and in any action by written consent of the Inter Pipeline Shareholders, in favour of the approval, consent, ratification and adoption of the Arrangement Resolution, and against any resolution or transaction which is inconsistent with or would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated by the Arrangement Agreement. The Shareholder hereby agrees to duly deposit a proxy or voting instruction form, as applicable, duly completed and executed in respect of the Subject Shares as soon as reasonably practical following the mailing of the Joint Proxy Circular, and in any event at least five (5) business days prior to the Inter Pipeline Shareholders’ Meeting, voting such Subject Shares in favour of the Arrangement Resolution and any actions required in furtherance of the actions contemplated by the Arrangement Agreement and against any resolution or transaction which is inconsistent with or would in any manner, frustrate, prevent, delay or nullify the Arrangement or the transactions contemplated by the Arrangement Agreement, and any such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless prior written consent from Pembina has been obtained or this Agreement is terminated in accordance with its terms; (c) the Shareholder will not tender the Subject Shares (or agree to do so) to the Existing Bid or any amendment to the Existing Bid, or to any other take-over bid made for the Inter Pipeline Common Shares; (d) the Shareholder shall not exercise any Dissent Rights or any other rights or appraisal in respect of the Arrangement or the Arrangement Resolution and not to exercise any other securityholder rights or remedies available at common law or pursuant to the ABCA or applicable securities legislation against Pembina, Inter Pipeline or any of their affiliates that may reasonably be unreasonably withheldexpected to adversely affect, purchasedelay, hinder, upset or enter into challenge the successful completion of the Arrangement; (e) the Shareholder agrees promptly to notify Pembina of any agreement new Subject Shares acquired by the Shareholder after the execution of this Agreement and acknowledges that any such new Subject Shares will be subject to the terms of this Agreement as though owned by the Shareholder on the date of this Agreement; (f) not to take any action, directly or right indirectly, which may reasonably be expected to purchaseadversely affect, delay, hinder, upset or challenge the successful completion of the Arrangement, and without limiting the generality of the foregoing, the Shareholder shall: (i) comply with his or her obligations, as a Representative of Inter Pipeline, as set forth in Section 7.1 of the Arrangement Agreement; and (ii) resign as a director and/or officer of Inter Pipeline and any additional shares of IPCits Subsidiaries as may be requested by Pembina, effective at the Effective Time and provide a release in favour of Inter Pipeline, Pembina and their related parties, on terms satisfactory to the Shareholder, acting reasonably (including the provision of a reciprocal release in favour of the Shareholder); and (hg) it will do all things requiredthe Shareholder shall not take any action that would cause any representation or warranty of the Shareholder contained herein to become untrue or incorrect in any material respect. The Shareholder consents to details of, necessaryor a summary of, proper this Agreement being set out in any news release, information circular and court documents or advisable to consummate other public disclosure produced by Inter Pipeline or Pembina in connection with the transactions contemplated by this Agreement, Agreement and the Arrangement Agreement and this Agreement being made publicly available, including by filing on SEDAR. The Shareholder acknowledges and agrees that a summary of the Merger Agreementnegotiations leading to the execution and delivery of this Agreement may appear in the Joint Proxy Circular and in any other public disclosure document required by any applicable Laws and further agrees that it will, as promptly as practicable, notify Pembina of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure documents if and to the extent that the Shareholder becomes aware that any such information shall have become false or misleading in any material respect.

Covenants of the Shareholder. The 5.1 Covenants of the Shareholder hereby irrevocably covenants Regarding Business the Combination Subject to Section 5.2, in consideration of Uranium One entering into the Combination Agreement and agrees that during this Agreement, the period commencing on Shareholder agrees, from and after the date hereof and continuing until the termination of this Agreement pursuant to Section 3Agreement, that: (a) it other than in connection with the Business Combination, the Shareholder will notnot and will not permit its Affiliates or Associates, directly or indirectly, through any officer, director, employee, advisor, representativerepresentative or agent, agent or otherwise: , to (ia) solicit, initiate, knowingly encouragefacilitate, continue engage in or otherwise facilitate respond to or encourage (including, without limitation, including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiries, proposals or proposals transactions involving EMC and/or its Subsidiaries regarding an any Acquisition Proposal or potential Acquisition Proposal; (iib) encourage or participate in any discussions or negotiations regarding any Acquisition Proposal or potential Acquisition Proposal; (c) accept or approve or recommend, or agree to accept, approve or recommend, any Acquisition Proposal or potential Acquisition Proposal; or (iiid) accept or cause EMC to enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal or potential Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogennot take any steps, directly or indirectly, which may in writing, any way materially and provide to Vasogen a copy thereof if written, and if verbal, a description adversely affect the Business Combination or the direct or indirect acquisition by Uranium One of any EMC Common Shares and/or EMC Convertible Securities under the Business Combination or take action of any kind which may reduce the likelihood of success or completion of the principal termsBusiness Combination, including the price proposed including, any action or inaction to be paid initiate, encourage, assist or participate in proposals or offers from any Person or group of Persons in connection therewithwith an Acquisition Proposal or any other transaction which interferes, by delay or otherwise, with the form of consideration to be paid, the material terms and the identity of the proponentBusiness Combination; (c) it the Shareholder will vote promptly notify Uranium One in writing upon receipt of any expression of interest, inquiry, proposal or offer from any Person relating to an Acquisition Proposal and will disclose to Uranium One the Shares in support relevant details thereof of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate which the TransactionsShareholder has knowledge; (d) it the Shareholder will not grant or agree to grant exercise any proxy or other right rights of dissent which may be available to the Shares, or enter into any voting trust, vote pooling or other agreement Shareholder under applicable Laws in connection with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereofBusiness Combination; (e) it the Shareholder will not, without forthwith notify Uranium One upon the prior written consent acquisition of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoingadditional EMC securities; (f) except as required by applicable Law (after fully consulting the Shareholder will take all action necessary to permit the voting of the Voting Securities in accordance with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions;; and (g) it the Shareholder will not, without promptly notify Uranium One in writing upon any representation or warranty of the prior written consent Shareholder contained in this Agreement becoming untrue or upon an obligation of Vasogen, the Shareholder not to be unreasonably withheld, purchase, or enter into being complied with in any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreementmaterial respect.

Covenants of the Shareholder. 2.1 The Shareholder hereby irrevocably covenants and irrevocably agrees that during the period commencing on Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and continuing until (ii) the termination of this Agreement pursuant to Section 3:ARTICLE 6 (such earlier time, the “Expiration Time”): (a) it will not, not directly or indirectlyindirectly option for sale, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogenoffer, sell, assign, transfer, monetizeexchange, hypothecateassign, dispose of, pledge, tender, encumber, grant a security interest in, encumber hypothecate or otherwise convey or grant an option over (any such action is referred to herein as a “Transfer”) any of the Shares (Subject Shares, or any right or interest therein (legal or equitable)) held by it , to any personPerson or agree to do any of the foregoing, other than to one or more of a parent, spouse, child or grandchild of, or a corporation, partnership, limited liability company or other entity controlled solely by, the Shareholder or group a trust or account (including a registered retirement savings plan, registered education savings plan, registered retirement income fund or similar account) existing for the benefit of any such person or entity; provided, that a Transfer referred to in this sentence shall only be permitted if, as a precondition to such Transfer, the transferee agrees in writing, in form and substance reasonably acceptable to the Purchaser, to be bound by all of the terms of this Agreement with respect to the Subject Shares; (b) except to the extent contemplated by this Agreement, not directly or indirectly grant any proxy, power of attorney or other right to vote the Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement or commitment with respect to the right to vote, call meetings of the Company Shareholders or give consents or approval of any kind with respect to any of the Subject Shares or agree to do any of the foregoing; (c) not directly or indirectly vote or cause to be voted any of the Subject Shares in respect of any proposed action by the Company in a manner which might reasonably be expected to prevent or materially delay the successful completion of the Arrangement or the other transactions contemplated by the Arrangement Agreement, including, but not limited to, the vote by the Company Shareholders in favour of the Company Resolution; (d) not directly or indirectly take any action which might be reasonably expected to impede, prevent or materially delay the approval of the Company Resolution by the Company Shareholders; (e) take all commercially reasonable steps as may be requested to ensure that the Arrangement and the other transactions contemplated in the Arrangement Agreement are successfully completed; (f) except not make any statements which may reasonably be construed as required by applicable Law (after fully consulting with Vasogen), it will not, prior being opposed to the public announcement Plan of Arrangement or the other transactions contemplated by IPCthe Arrangement Agreement or any aspect thereof and to not bring, IPC Corp. and Vasogen of or threaten to bring, any suit or proceeding for the terms of purpose of, or which has the Transactionseffect of, directly or indirectly, disclose stopping, preventing, impeding, delaying or varying the Plan of Arrangement or the other transactions contemplated by the Arrangement Agreement or any aspect thereof, including not exercising any securityholder rights or remedies available at Law; (g) not directly or indirectly take any action that would make any representation or warranty contained herein untrue or incorrect or that would have the effect of impairing the ability of the Shareholder to perform his, her or its obligations under this Agreement or preventing or delaying the consummation of any personof the transactions contemplated hereby; (h) not exercise any Dissent Rights; (i) subject to Section 2.3 hereto, firm if the Arrangement Agreement is amended such that the transactions (or corporation (any of them) contemplated by the Arrangement Agreement are to be accomplished by means of an alternative transaction structure other than on as currently contemplated in the Arrangement Agreement whereby the Purchaser would offer to acquire all of the Company Shares, the consequences of which to the Company Shareholders are substantially similar to or better than contemplated by the Arrangement Agreement (any such transaction is referred to as an “Alternative Transaction”), the Shareholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including without limitation, in the case of a confidential basis take-over bid, by causing all of the Subject Shares to be validly tendered in acceptance of such advisors 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 will not withdraw the Subject Shares from such take-over bid except with the consent of the Company; and (if anyj) as not do, or do not cause to be done, indirectly that which the Shareholder may determine are necessary to retain specifically for not do directly by the purposes terms of this Agreement) Section 2.1. 2.2 For greater certainty, any Company Shares or other securities of the existence Company that the Shareholder purchases or with respect to which the Shareholder otherwise acquires beneficial ownership after the date of this Agreement and prior to Expiration Time, including by reason of any stock split, stock dividend, reclassification, recapitalization or other similar transaction or pursuant to the exercise of Company Incentive Securities or warrants to purchase such shares or the conversion of any debt for such shares shall be subject to the terms and conditions of this Agreement to the same extent as if they comprised a portion of the Subject Shares and shall be deemed to be included in the Subject Shares for the purposes hereof. 2.3 The Purchaser hereby agrees and acknowledges that the Shareholder is bound hereunder solely in his or her capacity as a Company Shareholder and, notwithstanding any other provision of this Agreement, that nothing in this Agreement will: (i) restrict, limit or prevent the Shareholder from acting in accordance with the exercise of his or her fiduciary duties or duty to act in the best interests of the Company as a director or officer of the Company and/or any Company Subsidiaries (if the Shareholder holds such office); or (ii) require the Shareholder, in his or her capacity as a director or officer of the Company and/or any Company Subsidiaries (if the Shareholder holds such office), to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the Company Board in exercise of their fiduciary duties. For greater certainty, however, the Shareholder understands and agrees that such holder shall, in his or her capacity as a holder of Subject Shares, remain obligated to vote or cause to be voted all his, her or its Subject Shares in the manner provided for by this Agreement regardless of the position that the Company Board takes, or its recommendation with respect to, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger AgreementResolution.