Common use of Covenants of the Shareholders Clause in Contracts

Covenants of the Shareholders. (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall not, directly or indirectly: (i) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof; (iii) (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such persons.

Covenants of the Shareholders. (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the Until termination of this Agreement in accordance with pursuant to Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise12, the likelihood of success of the ArrangementShareholders, jointly and in furtherance and not in limitation of the foregoingseverally, each Shareholder shall not, directly or indirectlyagree as follows: (a) Neither Shareholder shall (i) optiontender into any take-over bid, tender or exchange offer or otherwise sell, assign, transfer, dispose ofpledge, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer assign or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any dispose of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Sharescollectively, “Transfer”), or enter into any voting trust Contract, option or pooling agreement other arrangement (including any profit sharing arrangement) or arrangement understanding with respect to the sale, transfer, pledge, assignment or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any other disposition of the Subject Shares to any person other than Parent or Subco or Parent’s designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, arrangementvoting trust, understanding power-of-attorney or commitment, formal or informalotherwise, with respect to the Subject Shares or relating otherwise relinquish control of the voting power with respect to the voting thereof; Subject Shares, (iii) (A) make, solicit, assist, initiate, encourage, purchase or otherwise facilitate (including by way of furnishing information voluntarily acquire any Common Shares or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any securities of the foregoing; Company, except for such other securities as will constitute Subject Shares subject to the terms hereof, (iv) take any other action that would in any way restrict, limit or interfere with the performance of any kind, directly its or indirectly, which may cause its representations his obligations hereunder or warranties hereunder to become untrue; or the transactions contemplated hereby or (v) take any action to encourage do indirectly that which it or assist any other person to he may not do any directly in respect of the restrictions on its or his rights with respect to the Subject Shares pursuant to this Section 3(a), including, but not limited to, the sale of any direct or indirect holding company of the Shareholders or the granting of a proxy on the shares of any direct or indirect holding company of the Shareholders which would have, indirectly, the effect prohibited acts referred by this Section 3(a). Notwithstanding the foregoing, (x) Xxxxxx may Transfer his Subject Shares pursuant to applicable laws of descent and distribution or to any member of his Family Group (as defined below) for tax or estate planning purposes and (y) Xxxxxx Holdings may Transfer its Subject Shares to its Affiliates for tax or estate planning purposes; provided, that, in each case, the restrictions contained in this Section 4(a)Agreement shall continue to be applicable to such Subject Shares after any such Transfer; provided, further, that the transferees of such Subject Shares shall have agreed in writing to be bound by the provisions of this Agreement which affect the Subject Shares so transferred by executing an undertaking in form and substance reasonably acceptable to Parent and Subco. For purposes hereof, “Family Group” means, with respect to any natural person, such person’s spouse, siblings and descendants (whether natural or adopted) and any trust or other entity solely for the benefit of such person and/or such person’s spouse, their respective ancestors and/or descendants. (b) Each Shareholder agrees thatAt the Meeting or in any other circumstances upon which a vote, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: consent or other approval (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitioncoincluding by written consent) with respect to the Transaction, the Arrangement Agreement and/or the Arrangement Resolution is sought, each Shareholder shall as requested by Parent or which could lead Subco (including, without limitation, by cooperating with Parent and Subco with respect to any potential Acquisition Proposal from and after the date hereofirrevocable proxy granted to Parent pursuant to Section 7 below), and vote (Bor cause to be voted) promptly (and such Shareholder’s Subject Shares in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description favor of the terms and conditions ofArrangement Resolution, the Transaction, the adoption by the Company of the Arrangement Agreement and the identity approval of the person making, any proposal, inquiry or offer or other transactions contemplated by the Arrangement Agreement and any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of will exercise all voting rights attaching to such Shareholder’s Subject Shares to oppose any proposed action by the Company, its affiliates (including shareholders, any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and of its representatives (including any directors, officers, employees, financial advisors, or other agents) subsidiaries or any other person not dealing at arms length (within which reasonably could be regarded as being directed towards or would be reasonably likely to impede, frustrate, prevent, delay or nullify the meaning of Transaction, the Income Tax Act (Canada)) with Arrangement Agreement or any of the foregoing other transactions contemplated by the Arrangement Agreement (collectively, “Frustrating Transactions”). Without in any way limiting the foregoing, at any meeting of the shareholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which the Company’s shareholders’ vote, consent or other approval is sought, each Shareholder shall, directly as requested by Parent or indirectlySubco, vote (or cause to be voted) such Shareholder’s Shareholders Shares against (i) any merger agreement or merger, amalgamation agreement or amalgamation, arrangement agreement or arrangement (other than the Transaction and the Arrangement Agreement), consolidation, combination, take-over bid, tender or exchange offer, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other similar proposal (collectively, “Alternative Transactions”), (ii) any change in the management or the board of directors of the Company as of the date hereof, (iii) any change in the present capitalization or dividend policy of the Company as of the date hereof, (iv) any amendment of the Company’s constating documents or (v) any action or inaction which reasonably would be expected to result in any mannerbreach, acquire violation or agree to acquire contravention of the Arrangement Agreement or make that would result in any offer or proposal to acquire any securities of Symmetry or any property deriving its value the conditions set forth in whole or in part from securities of Symmetrythe Arrangement Agreement not being satisfied. (d) Each Shareholder consents hereby authorizes and requests the Company and its counsel to notify the disclosure Company’s transfer agent that there is a stop transfer order with respect to all of its Subject Shares (and that this Agreement places limits on the voting of the substance Subject Shares). Each Shareholder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, unless such Transfer is made in compliance with this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable LawAgreement. (e) Each Shareholder shall furnish to Parent and Subco all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (if such Shareholder is a corporation or trustincluding all information required to be included in the Information Circular) shall ensure that in connection with the officers, directors, trustees and employees of it and its subsidiaries (other than the Company Transaction and the Company Subsidiaries) transactions contemplated by the Arrangement Agreement. Each Shareholder hereby permits the Company, Parent and any financial advisors or other advisors or representatives retained by it are aware Subco to publish and disclose in the Information Circular its identity and ownership of the provisions of this Section 4Subject Shares, and it shall be responsible for any breach the nature of its commitments, arrangements and understandings under this Section 4 by any such personsAgreement.

Covenants of the Shareholders. (a) Each Shareholder agrees that, during Voting of the period commencing on the date hereof and continuing until Company Stock. Until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing--------------------------- Agreement, each Shareholder shall not, directly or indirectlydo the following: (1) be present, in person or represented by proxy, at each meeting (whether annual or special, and whether or not an adjourned or postponed meeting) of the shareholders of the Company, or any class thereof, however called, or in connection with any written consent of the shareholders of the Company, so that all the Subject Shares then entitled to vote may be counted for the purposes of determining the presence of a quorum at such meetings or in connection with such consent; (2) at each such meeting held and with respect to each such written consent, vote (or cause to be voted), or deliver a written consent (or cause a consent to be delivered) covering, all the Subject Shares held by such Shareholder (i) optionto adopt the Purchase Agreement and to approve the transactions contemplated thereby, selland any action necessary or desirable in furtherance thereof, assign(ii) against any proposal for any recapitalization, transferamalgamation, dispose ofmerger, hypothecatesale of assets or other business combination of or by the Company other than the transactions contemplated by the Purchase Agreement, alienate, grant a security interest in, encumber or any other action or agreement that would in any waysuch case result in a breach of any covenant, tender to any offer representation or otherwise convey any Subject Shares or Convertible Securities warranty or any right other obligation or interest therein agreement of the Company under the Purchase Agreement or enter into any agreement to do that would result in any of the foregoing; (ii) grant or agree to grant any proxy or other right conditions to the Subject Shares, or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any obligations of the Subject SharesCompany under the Purchase Agreement not being fulfilled, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof; (iii) to adopt the Approved Plan (A) makeas defined in the Purchase Agreement), solicit, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; and (iv) take to approve the Merger, and any action of any kind, directly necessary or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of desirable in the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy furtherance thereof; and (ii3) use its commercially reasonable best efforts (which, for greater certainty, shall not include influencing the board of directors within its respective power) to cause a majority in number representing 66 2/3% in value of the holders of the outstanding Common Shares of the Company voting in person or by proxy at the Company Shareholders Meeting to adopt the Purchase Agreement and to approve the transactions contemplated thereby. Nothing contained in this Agreement shall in any way preclude or in any manner restrict a Shareholder's designee who is serving on the Company) to assist Symmetry and Acquisitionco to successfully complete 's Board of Directors from discharging that designee's fiduciary duties as a director of the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence Company in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating accordance with the shareholders terms of both Symmetry and the Company; and (iii) perform all obligations required to by it under Purchase Agreement. Each shareholder is executing this Agreement and solely in his or her capacity as the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, record or beneficial owner of the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of Subject Shares held by such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such persons.

Covenants of the Shareholders. Each Shareholder agrees as follows: (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall not, directly or indirectly: , after the date hereof and prior to the receipt of the Parent Shareholder Approval (i) option, sell, assigntransfer (including by operation of law), transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer assign or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do dispose of any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject SharesSecurities to, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to any of the Securities with, any Person, (ii) deposit any Securities into a voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other voting arrangement, whether by proxy, voting agreement, arrangementvoting trust, understanding power-of-attorney, attorney-in-fact, agent or commitment, formal or informalotherwise, with respect to the Securities, except as contemplated by this Agreement, or relating to the voting thereof; (iii) (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into take any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate other action with the knowledge and intent that it would in any way withmake any representation or warranty of such Shareholder herein untrue or incorrect in any material respect or otherwise restrict, limit or assist interfere in any material respect with the performance of such Shareholder’s obligations hereunder; in each case, except for any transfer of Shares by either Shareholder to Affiliates, immediate family members, a trust established for the benefit of such Shareholder and/or for the benefit of one or participate in more members of such Shareholder’s immediate family or facilitate charitable organizations or encourage any effort or attempt upon the death of such Shareholder; provided that as a condition to such transfer, the recipient agrees to be bound by any other person to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a)Agreement. (b) Each Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: that such Shareholder shall (i) execute the Parent Shareholder Written Consent or (Aii) forthwith notify Symmetry and Acquisitioncoif Parent is required to hold a Parent Shareholder Meeting pursuant to the terms of the Merger Agreement, at first orally and then any such meeting or at any adjournment or postponement thereof or in writingany other circumstances upon which a vote, of all Acquisition Proposals currently under consideration and immediately cease and consent or other approval (including by written consent) is sought with respect to the Parent Share Issuance, each Shareholder shall vote (or cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged voted) its Securities in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description favor of the terms adoption and conditions of, and the identity approval of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the TransactionsParent Share Issuance. (c) Each Shareholder agrees thatshall (i) attend, during if applicable, the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisorsParent Shareholder Meeting, or other agentsany adjournment or postponement thereof, and (ii) take, or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shallcause to be taken, directly all reasonable actions to do or indirectlycause to be done, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees assist and employees of it and its subsidiaries (other than cooperate with the Company and Parent in doing, all things reasonably necessary to, if Parent is required to hold a Parent Shareholder Meeting pursuant to the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware terms of the provisions Merger Agreement, cause Parent to call the Parent Shareholder Meeting for the purpose of seeking the authorization and approval of the Parent Share Issuance; provided, however¸ that nothing in this Section 4Agreement shall require such Shareholder to take any action (or not take any action) in respect of Parent, and it shall be responsible for or cause Parent to take any breach action (or not take any action), not otherwise contemplated by the terms of this Section 4 by any such personsthe Merger Agreement.

Covenants of the Shareholders. (ai) Each of the Shareholders agrees with each of the Purchasers, on behalf of itself and any person or entity of which such Shareholder is a direct or indirect wholly-owned subsidiary or any direct or indirect wholly-owned subsidiary of any such person or entity, during the Lock-Up Period, not to (x) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose, except as provided hereunder or in the applicable Forward Agreement, of any securities of the Company that are substantially similar to the Stock, including but not limited to any options or warrants to purchase or (y) establish or increase a “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease a “call equivalent position” as defined in Rule 16a-1(b) under the Exchange Act in, shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, without the prior written consent of the Representative; provided, however, that the restrictions in this Section 5(b) shall not apply to the sale of Stock pursuant to the applicable Forward Agreement or related collateral arrangements. Notwithstanding the foregoing, the Shareholders (A) may transfer shares of Stock (i) as a bona fide gift or gifts, provided, that the donee or donees thereof agree to be bound in writing by the restrictions set forth in this Section 5(b), or (ii) to any trust for the direct or indirect benefit of the trustee for the Shareholders, provided that the trustee of any such trust agrees to be bound in writing by the restrictions set forth in this Section 5(b), and provided, further, that any such transfer shall not involve a disposition for value. (ii) Each Shareholder will not, and will not permit any of its subsidiaries or persons acting on its behalf to, (1) engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or (2) engage in any manner involving a public offering within the meaning of Section 4(a)(2) of the Act; provided, however, for the avoidance of the doubt, that the Trust may make any filings with the Commission required under the Investment Company Act and such Shareholder may make any filings with the Commission required under the Exchange Act. (iii) Each Shareholder or its subsidiaries will not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities. (iv) Each Shareholder, severally in proportion to the proceeds received by such Shareholder from its respective Forward Agreement, and not jointly, will indemnify and hold harmless the Purchasers against any U.S. or Mexican stamp taxes, registration, documentary, capital, issuance, transfer or other similar taxes or duties on (i) the creation, issuance or delivery by the Trust of the Securities, (ii) the purchase by the Purchasers of the Securities in the manner contemplated by this Agreement, (iv) the resale and delivery by the Purchasers of the Securities in the manner contemplated by this Agreement, (v) the execution and delivery of this Agreement, the Fundamental Agreements or any other transaction documents, or (vi) the consummation or completion of the transactions contemplated by this Agreement, the Fundamental Agreements or any other transaction documents. (v) Each Shareholder agrees thatthat all amounts payable hereunder shall be paid free and clear of, during the period commencing and without any deduction or withholding for or on the date hereof and continuing until the termination of this Agreement in accordance with Section 10account of, it shall not take any action of any kind that may current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any way adversely affectjurisdiction, unless such deduction or withholding is required by delay or otherwiseapplicable law, in which event the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall not, directly or indirectly: Shareholders will pay additional amounts (i) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, than with respect to any such taxes imposed by the United States) so that the persons entitled to such payments will receive the amount that such persons would otherwise have received had such deduction or relating to the voting thereof; (iii) (A) makewithholding not been required, solicitprovided, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: that no such additional amounts shall be payable: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to taxes imposed by reason of a Purchaser having any present or which could lead to any potential Acquisition Proposal from and after former connection with Mexico or the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals United States other than its participation as Purchaser hereunder; or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) to the extent that such taxes would not have been imposed but for the failure of the Purchaser to use its commercially reasonable efforts (whichto provide any certification, for greater certaintyidentification or other information concerning the nationality, shall not include influencing residence, identity or connection with Mexico or the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none United States of such ShareholderPurchaser, its affiliates (including any person that, directly if such compliance is required or indirectly, through one or more intermediaries, controls, is controlled imposed by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisorslaw as a precondition to an exemption from, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shallreduction in, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetrysuch taxes. (d) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such persons.

Covenants of the Shareholders. Each Shareholder agrees as follows: ----------------------------- (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each The Shareholder shall not, directly or indirectly: except as contemplated by the terms of this Agreement, (i) option, sell, assign, transfer, pledge, assign or otherwise dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust Contract, option or pooling agreement other arrangement (including any profit sharing arrangement) or arrangement understanding with respect to the sale, transfer, pledge, assignment or otherwise relinquish or modify its right to vote any of the Subject Sharesother disposition of, or enter into grant or subject suffer to exist any of Lien with respect to, the Subject Shares to any person other than Sub or Sub's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, arrangementvoting trust, understanding power-of-attorney or commitment, formal or informalotherwise, with respect to the Shares or relating to the voting thereof; (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. (Ab) makeUntil the Merger is consummated or the Merger Agreement is terminated, the Shareholder shall not, nor shall the Shareholder cause any investment banker, financial adviser, attorney, accountant or other representative or agent of the Shareholder to, directly or indirectly (i) solicit, assist, initiate, encourage, initiate or otherwise facilitate encourage (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposalinformation), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal or (Bii) engage or participate in any discussions or negotiations regarding any Acquisition Takeover Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each 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, each Shareholder agrees thatshall, during the period commencing on the date hereof and continuing until 36 months following the Effective Timeincluding by initiating a written consent solicitation if requested by Parent, none of vote (or cause to be voted) such Shareholder's Shares in favor of the Merger, its affiliates the adoption by the Company of the Merger 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, consent or other approval is sought, such Shareholder shall vote (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with cause to be voted) such Shareholder's Shares against (i) and its representatives (including any directors, officers, employees, financial advisors, merger agreement or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries merger (other than the Company Merger Agreement and the Merger), consolidation, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Subsidiariesor any other Takeover Proposal (collectively, "Alternative Transactions") and or (ii) any financial advisors amendment of the Company's Certificate of Incorporation or By-laws or other advisors proposal or representatives retained by it are aware 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 Offer, the Merger, the Merger Agreement or any of the provisions of this Section 4other transactions contemplated by the Merger Agreement (collectively, and it shall be responsible for any breach of this Section 4 by any such persons"Frustrating Transactions").

Covenants of the Shareholders. Each Shareholder covenants and agrees as follows: (a) Each Prior to the Expiration Date, at any Company Shareholder agrees thatMeeting, during and at any adjournment or postponement thereof, called to seek the period commencing on Required Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the date hereof Merger Agreement, the Company Documents, the Merger or any other transaction contemplated thereby is sought, such Shareholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted), in person or by proxy, the Subject Shares in favor of (i) granting the Required Approval and continuing until (ii) any proposal to adjourn any Company Shareholder Meeting which Parent supports. (b) Prior to the termination Expiration Date, at every meeting of this shareholders of the Company or at any adjournment thereof or in any other circumstances upon which such Shareholder’s vote, consent or other approval (including by written consent) is sought, such Shareholder shall vote (or cause to be voted) the Subject Shares against (i) any Adverse Acquisition Agreement or other merger agreement or merger (other than the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up or other extraordinary transaction of or by the Company, (ii) any Acquisition Proposal or Superior Proposal and (iii) any amendment of the Company’s Articles of Incorporation or the Bylaws or other action, proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other action, proposal or transaction would reasonably be expected to impede, interfere with, delay, frustrate, prevent or nullify any provision of the Merger Agreement, the Ancillary Documents or any other agreement contemplated by the Merger Agreement, the Merger or any other transaction contemplated thereby, inhibit the timely consummation of the transactions contemplated thereby or change in accordance with Section 10, it any manner the voting rights of any class of capital stock of the Company. Such Shareholder shall not commit or agree to take any action of any kind that may in any way adversely affect, by delay or otherwise, inconsistent with the likelihood of success of the Arrangementforegoing. (c) Such Shareholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in furtherance writing by Parent, and not each of them individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in limitation the name, place and stead of the foregoingsuch Shareholder, each Shareholder shall not, directly or indirectly: (i) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 4. Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement and the applicable Ancillary Documents in reliance upon such Shareholders’ execution and delivery of this Agreement. Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of all applicable Law, including Section 302A.449 of the Minnesota Business Corporations Act (the “MBCA”). The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by such Shareholder, Parent agrees not to exercise this proxy if such Shareholder complies with his or her obligations in this Agreement. Such Shareholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (d) Prior to the Expiration Date, such Shareholder shall not (i) directly or indirectly offer, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to a Transfer of, any of such Shareholder’s Company Shares, or any interest therein, to any Person, (ii) enter into any voting trust or pooling arrangement, whether by proxy, voting agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informalotherwise, with respect to any of such Shareholder’s Subject Shares or relating to the voting thereof; (iii) (A) make, solicit, assist, initiate, encourage, commit or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person agree to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shallactions. (e) Such Shareholder shall not engage, nor shall it authorize or permit any investment banker, attorney, accountant or other representative or agent (collectively, the “Shareholder Representatives”) of such Shareholder to engage, directly or indirectly, in any manneractivity that would be prohibited pursuant to Section 4.11 of the Merger Agreement. Notwithstanding anything to the contrary in this Agreement, acquire if the Company, in compliance with the provisions of Section 4.11 of the Merger Agreement, has provided information to or agree entered into discussions or negotiations with, any Person in response to acquire an Acquisition Proposal made by such Person, then such Shareholder and his or make any offer her Shareholder Representatives may provide information to and engage in discussions or proposal negotiations with such Person only to acquire any securities the extent the Company and its Subsidiaries and their respective officers and directors and the Company Representatives are permitted to do so pursuant to the terms of Symmetry Section 4.11 of the Merger Agreement, but only if instructed by the Company Board to provide such information or any property deriving its value engage in whole such discussion or in part from securities of Symmetrynegotiation. (df) Each Such Shareholder consents to the disclosure of the substance of this Agreement in shall not issue any press release or make any circular relating other public statement with respect to the Arrangement and to Merger Agreement, the filing Ancillary Documents, the Merger or any other transaction contemplated thereby without the prior consent of this Agreement as may be required pursuant to applicable LawParent. (eg) Each Such Shareholder (if shall not exercise any dissenters rights available to such Shareholder is pursuant to Sections 302A.471 and 302A.473 of the MBCA. (h) Notwithstanding anything in this Agreement to the contrary, each Shareholder shall not be limited or restricted in any way from acting in such Shareholder’s fiduciary capacity as a corporation director or trust) officer of the Company, in order for such Shareholder to comply with such Shareholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Shareholder shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (not be limited or restricted in any way from voting in such Shareholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Shareholder solely in such Shareholder’s capacity as a shareholder of the Company and the Company Subsidiaries) and any financial advisors that each such Shareholder makes no agreement or other advisors understanding herein in his capacity as a director or representatives retained by it are aware officer of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such personsCompany.

Covenants of the Shareholders. (a) Each Shareholder agrees that, during During the period commencing beginning on the date hereof and continuing until the termination of this Agreement and ending on the earlier of (x) the Closing or (y) the date on which the BCA is validly terminated in accordance with Section 10its terms (such period, it shall the “Restricted Period”), each Shareholder, severally and not take jointly, hereby agrees that: (A) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the Company Shareholders, however called, and in any action by written consent of the Company Shareholders, at which the BCA and other related agreements (or any kind that may amended version thereof) or such other related actions, are submitted for the consideration of the Company Shareholders, to vote, or to cause the voting of, the Shareholder Shares (to the extent they carry the right to vote) in favor of the Company Arrangement Resolution and to execute and deliver any written consents with respect to the Shareholder Shares approving any matter in connection with the Arrangement (including the Share Exchanges) and the matters contemplated by the BCA and the Ancillary Agreements promptly, but in no event later than five (5) Business Days after the registration statement filed with the SEC on Form S-4 is declared effective; and (ii) (A) at each such meeting, and at any adjournment or postponement thereof, and in any way such action by written consent, to vote, or to cause the voting of, the Shareholder Shares (to the extent they carry the right to vote) against (other than pursuant to, or in furtherance of, the Arrangement (including the Share Exchanges) and the other Transactions): (1) any action, proposal, transaction or agreement that is intended or that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, prevent or delay the consummation of, or otherwise adversely affect, by delay the Arrangement (including the Share Exchanges) or otherwiseany of the other Transactions, the likelihood of success BCA or any of the Arrangementother agreements related to the Arrangement (including the Ancillary Agreements to which the Company or any of its Subsidiaries is a party) including: (aa) any extraordinary corporate transaction, and in furtherance and not in limitation such as an exchange, consolidation or other business combination involving the Company or any of its Subsidiaries (other than Arrangement (including the Share Exchanges) or any of the foregoingother Transactions); (bb) a sale, lease or transfer of any material asset of the Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries (other than the Arrangement (including the Share Exchanges) or any of the other Transactions); (cc) an election of new members to the Company Board, other than nominees to the Company Board approved in writing by SPAC; (dd) any change in the present capitalization or dividend policy of the Company or any of its Subsidiaries or any amendment or other change to the constating documents or the other organizational documents of any Subsidiary of the Company (other than as expressly contemplated in or permitted by the BCA or the Ancillary Agreements), except if approved in writing by SPAC; (ee) any other change in the corporate structure (other than the Arrangement (including the Share Exchanges) or any of the other Transactions) or business of the Company or any of its Subsidiaries, except if approved in writing by SPAC; or (ff) the execution of any convertible debt or equity agreements, subscription agreements or other similar agreements with respect to equity or other securities in the Company or any of its Subsidiaries (other than the Arrangement (including the Share Exchanges) or any of the other Transactions); (2) any Acquisition Proposal or Alternative Transaction; (3) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company contained in the BCA or of such Shareholder contained in this Agreement; (4) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Closing set forth in Article VIII of the BCA not being fulfilled; (5) any action that would preclude SPAC from filing with the SEC a registration statement on Form S-4 as contemplated by the BCA; and (6) any action that would preclude SPAC from filing with the SEC the Proxy Statement as contemplated by the BCA; and (B) not to approve or otherwise consent to any matter referred to in any of sub-clauses (1) through (6) of the preceding clause (A) by written consent. (b) During the Restricted Period, each Shareholder shall not, and shall cause such Shareholder’s Affiliates (as defined below) not to, directly or indirectly: , (i) optioninitiate any negotiations with any Person with respect to, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in or provide any way, tender non-public information or data concerning the Company or any Subsidiary of the Company to any offer Person relating to, an Acquisition Proposal or otherwise convey Alternative Transaction or afford to any Subject Shares Person access to the business, properties, assets or Convertible Securities personnel of the Company or any right or interest therein or enter into any agreement to do any Subsidiary of the foregoing; Company in connection with an Acquisition Proposal or Alternative Transaction, (ii) grant or agree to grant any proxy or other right to the Subject Sharesenter into, or encourage the Company or any Subsidiary of the Company to enter into into, any voting trust or pooling agreement or acquisition agreement, merger agreement, amalgamation agreement, plan of arrangement or otherwise relinquish or modify its right to vote any of the Subject Sharessimilar definitive agreement, or enter into any letter of intent, memorandum of understanding or subject any of the Subject Shares to agreement in principle, or any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or agreement relating to the voting thereof; an Acquisition Proposal or Alternative Transaction, (iii) (A) makegrant any waiver, solicit, assist, initiate, encourage, amendment or otherwise facilitate (including by way release under any confidentiality agreement or the anti-takeover Laws of furnishing information any state or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any province in connection with an Acquisition Proposal, Alternative Transaction or otherwise, (Biv) engage or participate in otherwise knowingly facilitate any discussions such inquiries, proposals, discussions, or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person Person to do make an Acquisition Proposal or seek to do any of the foregoing; (iv) take any action of any kindAlternative Transaction, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action which would reasonably be expected to encourage impede, prevent or assist any other person to do any materially delay the approval of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentationsbringing, meetingsor threatening to bring, road shows and due diligence sessions; and (C) providing investor relations support and communicating with any suit or proceeding for the shareholders purpose of both Symmetry and stopping, preventing, impeding or delaying the Company; and (iii) perform all obligations required Plan of Arrangement, including exercising any rights to by it under this Agreement and appear before a proceeding related to the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, a manner that is not supportive of the Transactionsapproval of the Arrangement. (c) Each Shareholder hereby irrevocably and unconditionally waives, and agrees thatto cause to be waived, during any rights to seek appraisal, rights of dissent or any similar rights in connection with the period commencing on BCA, the date hereof Arrangement (including the Share Exchanges) and continuing until 36 months following the Effective Timeother Transactions, none to the extent same are available under applicable Law, that such Shareholder may have with respect to the Shareholder Shares owned beneficially or of record by such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Subject to and conditioned upon the Closing, each Shareholder consents hereby agrees: (i) to the disclosure extent such right is available to such Shareholder, that the right of first offer set forth in Section 4.1 of the substance Investor Rights Agreement dated May 14, 2021, as amended on October 25, 2021, by and among the Company and the Shareholders party thereto (the “Investor Rights Agreement”) is hereby irrevocably waived and (ii) that each of this Agreement in any press release the following to which such Shareholder is a party shall terminate (provided that all Terminating Rights (as defined below) between the Company or any circular of its Subsidiaries and any other holder of Company Shares shall also terminate at such time), effective immediately prior to the Closing: (A) the Investor Rights Agreement, other than Section 2.11 (“Market Stand Off” Agreement); (B) the Right of First Offer and Co-Sale Agreement dated May 14, 2021 by and among the Company and the Shareholders party thereto (the “ROFO and Co-Sale Agreement”); (C) the Voting Agreement dated May 14, 2021, as amended on October 25, 2021, by and among the Company and the Shareholders party thereto (the “Voting Agreement”); (D) the Side Letter(s); (E) any subscription or other purchase agreements relating to Company Shares; and (F) if applicable to any Shareholder, any rights under any agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to Company Shareholders (the Arrangement “Terminating Rights”) between Shareholder and the Company, but excluding, for the avoidance of doubt, any rights relating to any commercial agreements, non-disclosure agreements, employment agreements, offer letters, consulting agreements, indemnification agreements, invention assignment agreements or any other agreements providing the filing Company rights in intellectual property by and between such Shareholder or its Affiliates and the Company or any Subsidiary of this Agreement as may be required pursuant to applicable Lawthe Company, which shall survive in accordance with their terms (collectively, “Surviving Rights”). (e) Each Shareholder hereby agrees that he, she or it shall, from time to time, (if i) execute and deliver, or cause to be executed and delivered, such Ancillary Agreements as may be necessary to satisfy any condition to the Closing under the BCA, in substantially the form previously provided to the Shareholder is a corporation as of the date of this Agreement, (ii) execute and deliver, or trustcause to be executed and delivered, such additional or further consents, documents and other instruments (including to amend the constating documents of the Company) shall ensure that necessary to effect the officers, directors, trustees and employees of it and its subsidiaries (other than the Company Arrangement and the Company Subsidiariesother Transactions and (iii) use commercially reasonable efforts to take, or cause to be taken, all actions, and any financial advisors do, or cause to be done, and assist and cooperate with the other advisors or representatives retained parties in doing all things, in each case, as another party hereto may reasonably request for the purpose of effectively carrying out the transactions contemplated by it are aware this Agreement and the BCA (in substantially the form previously provided to the Shareholder as of the provisions date of this Section 4Agreement), including the Share Exchanges and it shall be responsible for any breach of this Section 4 by any such personsthe Arrangement.

Covenants of the Shareholders. (a) Each Shareholder of the Shareholders agrees that (i) it will continue to have the right to vote all the Shares through the 2013 Meeting; (ii) at the 2013 Meeting (or any adjournment or postponement thereof) and at any subsequent shareholder meeting held prior to the expiration of the Covered Period (as defined below), it shall vote all of the shares of Common Stock beneficially owned by it in favor of (A) the 2013 Nominees, (B) the advisory vote to approve the compensation of the Company’s named executive officers and (C) the appointment of Deloitte & Touche LLP as auditors of the Company; and (iii) during the Covered Period it will not grant any consent or proxy for a consent to any third party seeking to have the shareholders authorize or take corporate action by written consent. (b) Except as expressly contemplated by this Agreement, each of the Shareholders agree that, during the period commencing on the date hereof and continuing until ending on the termination of date when this Agreement terminates in accordance with Section 104.1 (the “Covered Period”), it unless such Shareholder shall not take have been specifically invited in writing by the Board, neither such Shareholder nor any action controlled affiliates of such Shareholder (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any kind that may other parties under common management therewith (“Representatives”) acting on behalf of such Shareholder will in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall notmanner, directly or indirectly:indirectly (including, without limitation, by directing, requesting or suggesting that any other person do so): (i) optioneffect or seek, selloffer or propose (whether publicly or otherwise and whether or not subject to conditions) to effect, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber or announce any intention to effect or cause or participate in or in any wayway knowingly assist, tender facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) or announce any intention to effect or cause or participate in any “solicitation” of “proxies” to vote (as such terms are used in Regulation 14A of the Exchange Act) or consents to vote (whether or not related to the election or removal of directors) with respect to any offer or otherwise convey any Subject Shares or Convertible Securities voting securities of the Company or any right of its subsidiaries, or interest therein the initiation, proposal, encouragement or enter into any agreement to do any solicitation of shareholders of the foregoingCompany for the approval of any shareholder proposals with respect to the Company, or the solicitation, advisement or influence of any person with respect to the voting of any voting securities of the Company; (ii) grant or agree to grant deposit any proxy shares of Common Stock or other right to voting securities of the Subject Shares, or enter into any Company in a voting trust or pooling subject shares of Common Stock or other voting securities of the Company to a voting agreement or other agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereofof such shares or securities, including, without limitation, lend any securities of the Company to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Company; (iii) (A) makeform, solicit, assist, initiate, encourage, join or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any a “group” as defined in Section 13(d)(3) of the foregoing;Exchange Act in connection with any action contemplated in Section 2.1(b)(i) hereof; or (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitioncocall or seek to call any meeting of shareholders, at first orally and then in writingincluding by written consent, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead provide to any potential Acquisition Proposal from and after the date hereofthird party a proxy, and (B) promptly (and in consent or requisition to call any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, meeting of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation theretoshareholders; (B) meeting with prospective lenders and investors in presentationsseek to have the shareholders authorize or take corporate action by written consent without a meeting, meetings, road shows and due diligence sessionssolicit any consents from shareholders or grant any consent or proxy for a consent to any third party seeking to have the shareholders authorize or take corporate action by written consent without a meeting; and (C) providing investor relations seek representation on the Board; (D) seek, or vote for or support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicableanother party seeking, the Transactions.removal of, or vote for the removal of, any member of the Board; (E) conduct a referendum of shareholders; or (F) make a request for a shareholder list or other similar Company books and records; (c) Each Shareholder agrees thatThe Shareholders shall, during and shall cause their applicable affiliates to promptly file an amendment to their Schedule 13D reporting entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Shareholders shall provide the period commencing on the date hereof Company and continuing until 36 months following the Effective Time, none its counsel with a copy of such Shareholder, its affiliates amendment to their Schedule 13D within a reasonable period (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectlyand, in any mannerevent, acquire or agree at least one business day) in advance of filing such amendment with the SEC in order to acquire or make any offer or proposal provide the Company with a reasonable opportunity to acquire any securities of Symmetry or any property deriving its value review and comment on such materials. The Shareholders shall, in whole or in part good faith, take into consideration the comments received from securities of Symmetrythe Company on such amendment and shall take reasonable efforts to incorporate such comments into the applicable materials. (d) Each Shareholder consents to Except as modified herein, the disclosure terms of the substance confidentiality agreement, dated February 14, 2013, entered into by and among the Shareholders and the Company, as amended, supplemented or extended (the “Confidentiality Agreement”) remain in effect for at least the term of this Agreement notwithstanding any provision in any press release or any circular relating the Confidentiality Agreement to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Lawcontrary. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such persons.

Covenants of the Shareholders. Each of the Shareholders, severally and not jointly, agrees as follows: (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Such Shareholder shall not, directly or indirectly: (i) optionexcept as contemplated by the terms of this Agreement, sell, assign, transfer, pledge, assign or otherwise dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust contract, option or pooling agreement other arrangement (including any profit-sharing arrangement) or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to the sale, transfer, pledge, assignment or relating other disposition of, the Shares (including any options or warrants to purchase Pyramid Common Stock) to any person (any such action, a “Transfer”). For purposes of clarification, the voting thereof; term “Transfer” shall include, without limitation, any short sale (including any “short sale against the box”), pledge, transfer, and the establishment of any open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act. Notwithstanding the foregoing, (i) Transfers of Shares as bona fide gifts, (ii) distributions of Shares to partners, members, shareholders, subsidiaries, affiliates, affiliated partnerships or other affiliated entities of the undersigned, (iii) Transfers of Shares by will or intestacy, and (iv) Transfers of Shares to (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way members of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, the undersigned’s immediate family or (B) engage a trust, the beneficiaries of which are the undersigned and/or members of the undersigned’s immediate family, shall not be prohibited by this Agreement; provided that in the case of any such transfer or participate in any discussions or negotiations regarding any Acquisition Proposaldistribution pursuant to clause (i), (ii), (iii) or (C) otherwise co-operate in any way withiv), each donee or assist or participate in or facilitate or encourage any effort or attempt by any other person distributee shall execute and deliver to do or seek the Company a valid and binding counterpart to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a)Agreement. (b) Each Such Shareholder agrees thatshall not, during except as contemplated by the period commencing on the date hereof and continuing until the termination terms of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitioncoenter into any voting arrangement, at first orally and then in writingwhether by proxy, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitationsvoting agreement, encouraged activitiesvoting trust, discussions power-of-attorney or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) otherwise, with respect to the Shares or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (whichtake any other action that would in any way restrict, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating limit or interfere with the shareholders performance of both Symmetry and his, her or its obligations hereunder or the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement transactions contemplated hereby or make any representation or warranty of such Shareholder herein untrue or incorrect in order to consummate and make effective, as soon as reasonably practicable, the Transactionsany material respect. (c) Each Shareholder agrees that, during At any meeting of the period commencing shareholders of Pyramid called to vote upon the Merger or in connection with any shareholder consent in respect of a vote on the date hereof and continuing until 36 months following Merger, the Effective TimeMerger Agreement or any other transaction contemplated by the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, none of consent or other approval (including by written consent) with respect to such matters is sought, each Shareholder shall vote (or cause to be voted), or shall consent, execute a consent or cause to be executed a consent in respect of, such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning ’s Shares in favor of the Income Tax Act (Canada)) with any Merger, the adoption by Pyramid of the foregoing shall, directly or indirectly, in Merger Agreement and the approval of any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetryother transactions contemplated by the Merger Agreement. (d) Each Such Shareholder consents agrees to permit Pyramid, Merger Subsidiary and Delaware Merger Subsidiary to publish and disclose in the disclosure Proxy Statement and related filings under the securities laws such Shareholder’s identity and ownership of Shares and the substance nature of its commitments, arrangements and understandings under this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained information required by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such personsapplicable law.

Covenants of the Shareholders. (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the Until termination of this Agreement in accordance with pursuant to Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing11, each Shareholder shall notShareholder, directly or indirectlyon a several basis and, solely with respect to such Shareholder, hereby agrees as follows: (a) No Shareholder shall (i) optiontender into any take-over bid, tender or exchange offer or otherwise sell, assign, transfer, dispose ofpledge, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer assign or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any dispose of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Sharescollectively, "Transfer"), or enter into any voting trust Contract, option or pooling agreement other arrangement (including any profit sharing arrangement) or arrangement understanding with respect to the sale, transfer, pledge, assignment or otherwise relinquish or modify its right to vote any other disposition of the Subject Shares, or enter into or subject any of the such Shareholder's Subject Shares to any person other than Parent or Subco or Parent's designee; provided, that in the event that such Shareholder is not in breach of this Agreement and an Alternative Transaction (as defined below) is approved, such Shareholder shall be entitled to Transfer such Shareholder's Subject Shares in connection with the consummation of the transactions contemplated by such Alternative Transaction, (ii) enter into any voting arrangement, whether by proxy, voting agreement, arrangementvoting trust, understanding power-of-attorney or commitment, formal or informalotherwise, with respect to such Shareholder's Subject Shares or relating to otherwise relinquish control of the voting thereof; power with respect to such Shareholder's Subject Shares, (iii) (A) make, solicit, assist, initiate, encourage, purchase or otherwise facilitate (including by way of furnishing information voluntarily acquire any Common Shares or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any securities of the foregoing; Company, except for such other securities as will constitute Subject Shares subject to the terms hereof, (iv) take any other action that would in any way restrict, limit or interfere with the performance of any kind, directly his obligations hereunder or indirectly, which may cause its representations the transactions contemplated hereby or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any indirectly that which he may not do directly in respect of the prohibited acts referred restrictions on his rights with respect to in such Shareholder's Subject Shares pursuant to this Section 4(a3(a), including, but not limited to, the sale of any direct or indirect holding company of such Shareholder or the granting of a proxy on the shares of any direct or indirect holding company of such Shareholder which would have, indirectly, the effect prohibited by this Section 3(a). (b) Each Shareholder agrees thatAt the Meeting or in any other circumstances upon which a vote, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: consent or other approval (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitioncoincluding by written consent) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereofTransaction, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitioncothe Arrangement Agreement and/or the Arrangement Resolution is sought, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives shall as requested by Parent or Subco (including, without limitation, by cooperating with Parent and Subco with respect to the irrevocable covenant of which such Shareholder becomes awarepursuant to Section 7 below), relating to, constituting vote (or which cause to be voted) such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description Shareholder's Subject Shares in favor of the terms and conditions ofArrangement Resolution, the Transaction, the adoption by the Company of the Arrangement Agreement and the identity approval of the person making, any proposal, inquiry or offer or other transactions contemplated by the Arrangement Agreement and any amendment thereto. (c) Such Shareholder will exercise all voting rights attaching to such Shareholder's Subject Shares to oppose any proposed action by the Company, and such its shareholders, any of its subsidiaries or any other details person which reasonably could be regarded as being directed to or would be reasonably likely to impede, frustrate, prevent, delay or nullify the Transaction, the Arrangement Agreement or any of the proposalother transactions contemplated by the Arrangement Agreement (collectively, inquiry "Frustrating Transactions"). Without in any way limiting the foregoing, at any meeting of the shareholders of the Company or offer at any adjournment or postponement thereof or in any other circumstances upon which the Company's shareholders' vote, consent or other approval is sought, such Shareholder shall, as Symmetry requested by Parent or Subco, vote (or cause to be voted) such Shareholder's Shareholders Shares against (i) other than the Transactions, (x) any direct or indirect acquisition or purchase (or any lease, long-term supply agreement or other arrangement having the same economic effect as a purchase), 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 Acquisitionco may reasonably requestits Subsidiaries or 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests therein or thereto) whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its Subsidiaries; (y) any direct or indirect take-over bid, issuer bid, tender offer, exchange offer, treasury issuance or similar transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities or any other equity interests (including securities convertible into or exercisable or exchangeable for equity interests) of the Company or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its Subsidiaries; or (z) a copy thereof; and plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its Subsidiaries (collectively, "Alternative Transactions"), (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing any change in the management or the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete Company as of the Arrangementdate hereof, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required any change in the present capitalization or dividend policy of the Company as of the date hereof, (iv) any amendment of the Company's Organizational Documents or (v) any action or inaction which reasonably would be expected to by it under result in any breach, violation or contravention of the Arrangement Agreement or that would result in any of the conditions set forth in the Arrangement Agreement not being satisfied. For purposes of clarity, if such Shareholder is not in breach of this Agreement and the Arrangement an Alternative Transaction is approved, such Shareholder shall be entitled to participate in such Alternative Transaction and nothing in this Agreement in order shall require such Shareholder to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of exercise dissenter's rights with respect to such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of SymmetryAlternative Transaction. (d) Each Such Shareholder consents hereby authorizes and requests the Company and its counsel to notify the disclosure Company's transfer agent that there is a stop transfer order with respect to all of the substance of such Shareholder's Subject Shares (and that this Agreement places limits on the voting of such Shareholder's Subject Shares). Such Shareholder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Shareholder's Subject Shares, unless such Transfer is made in any press release or any circular relating to the Arrangement and to the filing of compliance with this Agreement as may be required pursuant to applicable LawAgreement. (e) Each Such Shareholder shall furnish to Parent and Subco all information required for any application or other filing to be made pursuant to applicable Law (if such Shareholder is a corporation or trustincluding all information required to be included in the Information Circular) shall ensure that in connection with the officers, directors, trustees and employees of it and its subsidiaries (other than the Company Transaction and the Company Subsidiaries) transactions contemplated by the Arrangement Agreement. Such Shareholder hereby permits the Company, Parent and any financial advisors or other advisors or representatives retained by it are aware Subco to publish and disclose in the Information Circular its identity and ownership of the provisions of this Section 4such Shareholder's Subject Shares, and it shall be responsible for any breach the nature of its commitments, arrangements and understandings under this Section 4 by any such personsAgreement.

Covenants of the Shareholders. Each of the Shareholders, severally and not jointly, agrees as follows: (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Such Shareholder shall not, directly or indirectly: (i) optionexcept as contemplated by the terms of this Agreement, sell, assign, transfer, pledge, assign or otherwise dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust contract, option or pooling agreement other arrangement (including any profit-sharing arrangement) or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to the sale, transfer, pledge, assignment or relating other disposition of, the Shares (including any options or warrants to purchase Pyramid Common Stock) to any person (any such action, a “Transfer”). For purposes of clarification, the voting thereof; term “Transfer” shall include, without limitation, any short sale (including any “short sale against the box”), pledge, transfer, and the establishment of any open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act. Notwithstanding the foregoing, (i) Transfers of Shares as bona fide gifts, (ii) distributions of Shares to partners, members, shareholders, subsidiaries, affiliates, affiliated partnerships or other affiliated entities of the undersigned, (iii) Transfers of Shares by will or intestacy, and (iv) Transfers of Shares to (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way members of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, the undersigned’s immediate family or (B) engage a trust, the beneficiaries of which are the undersigned and/or members of the undersigned’s immediate family, shall not be prohibited by this Agreement; provided that in the case of any such transfer or participate in any discussions or negotiations regarding any Acquisition Proposaldistribution pursuant to clause (i), (ii), (iii) or (C) otherwise co-operate in any way withiv), each donee or assist or participate in or facilitate or encourage any effort or attempt by any other person distributee shall execute and deliver to do or seek the Company a valid and binding counterpart to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a)Agreement. (b) Each Such Shareholder agrees thatshall not, during except as contemplated by the period commencing on the date hereof and continuing until the termination terms of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitioncoenter into any voting arrangement, at first orally and then in writingwhether by proxy, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitationsvoting agreement, encouraged activitiesvoting trust, discussions power-of-attorney or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) otherwise, with respect to the Shares or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (whichtake any other action that would in any way restrict, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating limit or interfere with the shareholders performance of both Symmetry and his, her or its obligations hereunder or the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement transactions contemplated hereby or make any representation or warranty of such Shareholder herein untrue or incorrect in order to consummate and make effective, as soon as reasonably practicable, the Transactionsany material respect. (c) Each Shareholder agrees that, during At any meeting of the period commencing shareholders of Pyramid called to vote upon the Merger or in connection with any shareholder consent in respect of a vote on the date hereof and continuing until 36 months following Merger, the Effective TimeMerger Agreement or any other transaction contemplated by the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, none of consent or other approval (including by written consent) with respect to such matters is sought, each Shareholder shall vote (or cause to be voted), or shall consent, execute a consent or cause to be executed a consent in respect of, such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning ’s Shares in favor of the Income Tax Act (Canada)) with any Merger, the adoption by Pyramid of the foregoing shall, directly or indirectly, in Merger Agreement and the approval of any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetryother transactions contemplated by the Merger Agreement. (d) Each Such Shareholder consents agrees to permit Pyramid and Merger Subsidiary to publish and disclose in the disclosure Proxy Statement and related filings under the securities laws such Shareholder’s identity and ownership of Shares and the substance nature of its commitments, arrangements and understandings under this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained information required by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such personsapplicable law.

Covenants of the Shareholders. (a) Each Shareholder of the Shareholders agrees with the Company that, during the period commencing on the date hereof and continuing until ending on the termination of this Agreement as provided in accordance with Section 103.1, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangementnot, and shall cause each of its directors, officers, partners, members, employees, agents (acting in furtherance such capacity), directly or indirectly controlled investment funds and not any Person in limitation of whom the foregoing, each Shareholder shall notShareholders and/or such funds beneficially own and/or exercise control or direction over, directly or indirectly, securities carrying more than 50% of the voting rights of such Person (collectively, “Representatives”) not to, in any manner, directly or indirectly, alone or in concert with others: (ia) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender propose to any offer individual, corporation or otherwise convey other entity of any Subject Shares kind (each a "Person"), other than the other Shareholder and its Representatives and the Company, that such Person effect or Convertible Securities seek to effect, encourage or seek to encourage, or discourage or seek to discourage, any proxy contest, take-over bid, amalgamation, merger, consolidation, acquisition, disposition, scheme, arrangement, business combination or other extraordinary transaction involving the Company or any right of its subsidiaries or interest therein joint ventures or enter into any agreement to do any of the foregoingtheir respective securities; (iib) grant form, join, encourage, influence, advise or agree to grant in any proxy way participate in a “group” (within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934 (the “Exchange Act”)) or act jointly or in concert (within the meaning of applicable Canadian securities laws) with any Person (other right than the other Shareholder) with respect to the Subject Sharesacquisition or voting of any securities of the Company or otherwise in any manner agree, attempt, seek or enter propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or pooling agreement similar arrangement with any Person; (c) in any way “solicit" any “proxies” (as such terms are defined in the Canada Business Corporations Act (the “CBCA”) and applicable Canadian securities laws, but excluding the exceptions provided in section 67 of the Regulations under the CBCA, paragraph (b) of subsection 68(1) of the Regulations under the CBCA and paragraphs (i), (j) and (k)(ii) and (iii) of the definition of “solicit” in section 1.1 of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) from the Company’s shareholders; (d) make or arrangement be the proponent of any shareholder proposal, whether pursuant to section 137 of the CBCA or otherwise relinquish otherwise; (e) (1) call or modify seek to call a meeting of shareholders, including requisitioning the Board to call a meeting of shareholders pursuant to section 143 of the CBCA or otherwise, (2) seek representation on the Board on its right behalf or on behalf of any other Person, or (3) seek the removal of any member of the Board; (f) make any public proposal or request with respect to: (A) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries or joint ventures; (B) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or joint ventures; (C) any change in the Board or management of the Company, including any plans or proposals to vote change the number or term of directors or to fill any existing vacancies on the Board; (D) any material change in the capitalization or dividend policy of the Company; (E) any other material change in the Company’s business or corporate structure; (F) changes in the Company’s articles, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person; (G) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any stock exchange or quotation system on which any of the Subject Sharessecurities of the Company are listed or posted for trading or quoted, as applicable, at the relevant time; (H) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or enter into or subject (I) any action similar to any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereofthose enumerated in this paragraph (f); (iiig) seek to have the Company amend or modify any provisions of the Company’s articles or by-laws or waive, amend, modify or terminate the Amended and Restated Shareholder Protection Rights Agreement dated as of March 9, 2006, between the Company and CIBC Mellon Trust Company, as the same may otherwise be amended, supplemented or replaced from time to time; (h) (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposalway seek to make, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; (iv) take any action that is designed to require the Company or any other Person under applicable Canadian or U.S. securities laws or stock exchange rules to make, any public statement or disclosure (including, without limitation, in the case of the Shareholders, by way of amendment to the Shareholders’ previous filings pursuant to Rule 13D under the Exchange Act), whether oral, by way of press release or otherwise, concerning the Company (which for purposes of this section shall include the Company’s subsidiaries and joint venture interests), including without limitation, the Company’s securities (other than disclosure that is required by applicable Canadian and/or U.S. securities laws as a result of changes in the number of Common Shares held by the Shareholders from time to time), business, affairs, operations, results of operations, plans, prospects, and the Company’s directors, officers or employees (provided that the Shareholders may make public disclosure of this Agreement as is required by applicable Canadian and U.S. securities laws); or (i) request the Company or any kindof its representatives (including the Board), directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do release any of the prohibited acts referred to Shareholders from, amend or waive any provision of this Agreement; provided that nothing in this Section 4(a)Agreement shall fxxxxx the Shareholders' ability to vote their Common Shares as they see fit. (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such persons.

Covenants of the Shareholders. (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the Until termination of this Agreement in accordance with pursuant to Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing11, each Shareholder shall notShareholder, directly or indirectlyon a several basis and, solely with respect to such Shareholder, hereby agrees as follows: (a) No Shareholder shall (i) optiontender into any take-over bid, tender or exchange offer or otherwise sell, assign, transfer, dispose ofpledge, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer assign or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any dispose of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Sharescollectively, "Transfer"), or enter into any voting trust Contract, option or pooling agreement other arrangement (including any profit sharing arrangement) or arrangement understanding with respect to the sale, transfer, pledge, assignment or otherwise relinquish or modify its right to vote any other disposition of the Subject Shares, or enter into or subject any of the such Shareholder's Subject Shares to any person other than Parent or Subco or Parent's designee; provided, that in the event that such Shareholder is not in breach of this Agreement and an Alternative Transaction (as defined below) is approved, such Shareholder shall be entitled to Transfer such Shareholder's Subject Shares in connection with the consummation of the transactions contemplated by such Alternative Transaction, (ii) enter into any voting arrangement, whether by proxy, voting agreement, arrangementvoting trust, understanding power-of-attorney or commitment, formal or informalotherwise, with respect to such Shareholder's Subject Shares or relating to otherwise relinquish control of the voting thereof; power with respect to such Shareholder's Subject Shares, (iii) (A) make, solicit, assist, initiate, encourage, purchase or otherwise facilitate (including by way of furnishing information voluntarily acquire any Common Shares or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any securities of the foregoing; Company, except for such other securities as will constitute Subject Shares subject to the terms hereof, (iv) take any other action that would in any way restrict, limit or interfere with the performance of any kind, directly his obligations hereunder or indirectly, which may cause its representations the transactions contemplated hereby or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any indirectly that which he may not do directly in respect of the prohibited acts referred restrictions on his rights with respect to in such Shareholder's Subject Shares pursuant to this Section 4(a3(a), including, but not limited to, the sale of any direct or indirect holding company of such Shareholder or the granting of a proxy on the shares of any direct or indirect holding company of such Shareholder which would have, indirectly, the effect prohibited by this Section 3(a). (b) Each Shareholder agrees thatAt the Meeting or in any other circumstances upon which a vote, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: consent or other approval (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitioncoincluding by written consent) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereofTransaction, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitioncothe Arrangement Agreement and/or the Arrangement Resolution is sought, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives shall as requested by Parent or Subco (including, without limitation, by cooperating with Parent and Subco with respect to the irrevocable covenant of which such Shareholder becomes awarepursuant to Section 7 below), relating to, constituting vote (or which cause to be voted) such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description Shareholder's Subject Shares in favor of the terms and conditions ofArrangement Resolution, the Transaction, the adoption by the Company of the Arrangement Agreement and the identity approval of the person making, any proposal, inquiry or offer or other transactions contemplated by the Arrangement Agreement and any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Such Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of will exercise all voting rights attaching to such Shareholder's Subject Shares to oppose any proposed action by the Company, its affiliates (including shareholders, any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and of its representatives (including any directors, officers, employees, financial advisors, or other agents) subsidiaries or any other person not dealing at arms length (within which reasonably could be regarded as being directed to or would be reasonably likely to impede, frustrate, prevent, delay or nullify the meaning of Transaction, the Income Tax Act (Canada)) with Arrangement Agreement or any of the foregoing other transactions contemplated by the Arrangement Agreement (collectively, "Frustrating Transactions"). Without in any way limiting the foregoing, at any meeting of the shareholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which the Company's shareholders' vote, consent or other approval is sought, such Shareholder shall, directly as requested by Parent or indirectlySubco, in any manner, acquire vote (or agree cause to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. be voted) such Shareholder's Shareholders Shares against (di) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Transactions, (x) any direct or indirect acquisition or purchase (or any lease, long-term supply agreement or other arrangement having the same economic effect as a purchase), 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 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests therein or thereto) whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its Subsidiaries; (y) any direct or indirect take-over bid, issuer bid, tender offer, exchange offer, treasury issuance or similar transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities or any other equity interests (including securities convertible into or exercisable or exchangeable for equity interests) of the Company or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and any financial advisors its Subsidiaries; or (z) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other advisors similar transaction involving the Company or representatives retained by it are aware any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the provisions consolidated assets or consolidated revenue, as applicable, of this Section 4the Company and its Subsidiaries (collectively, and it shall be responsible for any breach of this Section 4 by any such persons."Alternative Transactions"),

Covenants of the Shareholders. Each Shareholder hereby covenants and agrees that: (a) Each that Shareholder agrees thatwill not enter into any transaction, during take any action, or by inaction permit any event to occur that would (i) result in any of the period commencing on representations or warranties of that Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event; or (ii) have the effect of preventing or disabling that Shareholder from performing that Shareholder's obligations under this Agreement; (b) that Shareholder will not grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to such Shares; (c) until the termination of this Agreement, that Shareholder will at all times use his, her or its best efforts in his, her or its capacity as a shareholder of the Company to prevent the Company from taking any action in violation of the Merger Agreement; (d) from and after the date hereof and continuing until the termination of this Agreement the Shares will not be sold, transferred, pledged, hypothecated, transferred by gift, or otherwise disposed of in any manner whatsoever without notifying the Parent in advance and obtaining and delivering to the Parent any evidence that the Parent may reasonably request to evidence the transferee's agreement to be bound by this Agreement; provided, however, that in the event of that Shareholder's death during the term of this Agreement, the Shares may be transferred in accordance with Section 10the Shareholder's last will and testament, it shall not take any action or if none, in accordance with the applicable laws of any kind that may intestate succession, provided such Shares remain subject in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall not, directly or indirectly: (i) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right all respects to the Subject Shares, or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof; (iii) (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination terms of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereofAgreement; and (iie) use its commercially reasonable efforts (whichthat Shareholder will execute and deliver any additional documents reasonably necessary or desirable, for greater certainty, shall not include influencing in the board of directors opinion of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and Parent's or the Company; and (iii) perform all obligations required 's counsel, to by it under this Agreement and evidence the Arrangement Agreement irrevocable proxy granted in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control Section 1 with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents respect to the disclosure of the substance of this Agreement in any press release Shares or any circular relating to the Arrangement otherwise implement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of effect the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such personsAgreement.

Covenants of the Shareholders. (a) 1.1 Each Shareholder hereby agrees that, during the period commencing on that from the date hereof and continuing of this Agreement until the termination of this the Arrangement Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwiseits terms, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall not, directly except in accordance with the terms of this Agreement or indirectlythe Arrangement Agreement or with the prior written consent of Purchaser: (ia) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in acquire direct or indirect beneficial ownership of or control or direction over any way, tender to any offer or otherwise convey any Subject additional Company Shares or Convertible Securities or any right or interest therein obtain or enter into any agreement right to do so, with the exception of any Company Shares acquired pursuant to an exercise or redemption of the foregoingConvertible Securities or any Company Shares or Convertible Securities acquired in connection with ordinary course bonus, long-term incentive awards or other compensation; (iib) requisition or join in the requisition of any meeting of the securityholders of the Company for the purpose of considering any resolution; (c) other than in connection with the grant of a proxy to vote at any regularly held annual meeting of the Company with respect only to the election of directors and appointment of auditors, grant or agree to grant any proxy or other right to the vote its Subject Shares, Company Shares or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the such Subject Company Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof; (iiid) (A) makesubject to Section 4.2, directly or indirectly, through any person, solicit, assist, initiate, encourage, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing information any inquiries or entering into any form of written proposals, whether publicly or oral agreementotherwise, arrangement or understanding) any inquiries, proposals or offers from any person regarding any an Acquisition Proposal, or (B) engage enter into, continue or participate in any substantive discussions or negotiations regarding any Acquisition Proposalwith, or (C) otherwise knowingly co-operate in any way with, any proposals or assist offers or participate in any other efforts or facilitate attempts that constitute, or encourage any effort may lead to an Acquisition Proposal; (e) solicit or attempt by arrange or provide assistance to any other person to do arrange for the solicitation of, proxies relating to or seek purchases of or offers to sell Company Shares or Convertible Securities or act in concert or jointly with any other person for the purpose of acquiring Company Shares or Convertible Securities or the purpose of influencing the voting of Company Shares or affecting the control of the Company, other than, in the case of proxy solicitation, in support of the Arrangement Agreement; (f) option, sell, assign, dispose of, pledge, encumber, grant a security interest in or otherwise convey any Subject Company Shares or any right or interest therein, or agree to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder foregoing except pursuant to become untruethe Arrangement; or (vg) take any action to encourage or assist any other person to do any of the prohibited acts referred to in the foregoing provisions of this Section 4(a)1.1. (b) 1.2 Each Shareholder hereby agrees thatthat such Shareholder shall, during the period commencing on from the date hereof and continuing of this Agreement until the termination of this the Arrangement Agreement in accordance Section 10with its terms: (a) vote (or cause to be voted) all of its Subject Company Shares at any meeting of the holders of Company Shares, it shall:and in any action by written consent of the holders of Company Shares (unless and only then to the extent prohibited by Law): (i) in favour of the approval, consent, ratification and adoption of the Arrangement (Aand any actions required in furtherance thereof) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause other resolutions to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged put to the meeting of holders of Company Shares in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and Arrangement as contemplated by the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereofArrangement Agreement; and (ii) use against any proposed action by the Company or any of its commercially reasonable efforts subsidiaries, the Company Shareholders, or any other person: (whichA) in respect of any merger, take-over bid, amalgamation, plan of arrangement, business combination or similar transaction involving the Company or any of its subsidiaries, other than the Arrangement; (B) which would reasonably be regarded as being directed towards or likely to prevent or delay the Arrangement or the successful completion of the Arrangement, including any amendment to the articles or by-laws of the Company or its corporate structure; or (C) which would reasonably be expected to result in a Material Adverse Effect; (b) upon the request or direction of Purchaser, execute a proxy in respect of any resolution referred to in this Section 1.2, and have all of its Subject Company Shares counted or not counted (as directed by Purchaser) as part of a quorum in connection with any meeting of holders of Company Shares relating to matters set forth in Section 1.2(a)(ii); (c) for greater certainty, in connection with any matter referred to in Section 1.2(a)(ii), consult with Purchaser prior to exercising any voting rights attached to its Subject Company Shares and exercise or procure the exercise of such voting rights as Purchaser shall not include influencing instruct, including the board delivery to Purchaser, upon its request or direction, of directors a proxy in respect of any such resolution; (d) if holders of Convertible Securities are entitled to vote on the Arrangement or any other matter relating to the Company, each Shareholder shall exercise or cause to be exercised any such voting rights and take all related actions in the same manner as set forth above in this Section 1.2; and (e) immediately terminate any existing discussions or negotiations it is engaged in with any parties (other than Purchaser) with respect to any proposal or matter that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. 1.3 Each Shareholder covenants, from the date of this Agreement until the termination of the Company) Arrangement Agreement in accordance with its terms, to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating operate with Symmetry Purchaser and Acquisitionco in: (A) the Company in making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactionsfilings. (c) 1.4 Each Shareholder who holds Convertible Securities acknowledges and agrees thatthat any Convertible Securities held by him or her, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to the disclosure of the substance of this Agreement extent not exercised, shall be cancelled or otherwise treated in any press release or any circular relating to accordance with the Arrangement and he or she shall take all steps required of him or her to the filing of this Agreement as may be required pursuant give effect to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors cancellation or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such personstreatment.

Covenants of the Shareholders. Each Shareholder agrees as follows: (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each The Shareholder shall not, directly or indirectly: except as contemplated by the terms of this Agreement, (i) option, sell, assign, transfer, pledge, assign or otherwise dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust Contract, option or pooling agreement other arrangement (including any profit sharing arrangement) or arrangement understanding with respect to the sale, transfer, pledge, assignment or otherwise relinquish or modify its right to vote any of the Subject Sharesother disposition of, or enter into grant or subject suffer to exist any of Lien with respect to, the Subject Shares to any person other than Sub or Sub's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, arrangementvoting trust, understanding power-of-attorney or commitment, formal or informalotherwise, with respect to the Shares or relating to the voting thereof; (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. (Ab) makeUntil the Merger is consummated or the Merger Agreement is terminated, the Shareholder shall not, nor shall the Shareholder cause any investment banker, financial adviser, attorney, accountant or other representative or agent of the Shareholder to, directly or indirectly (i) solicit, assist, initiate, encourage, initiate or otherwise facilitate encourage (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposalinformation), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal or (Bii) engage or participate in any discussions or negotiations regarding any Acquisition Takeover Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each 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, each Shareholder agrees thatshall, during the period commencing on the date hereof and continuing until 36 months following the Effective Timeincluding by initiating a written consent solicitation if requested by Parent, none of vote (or cause to be voted) such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning 's Shares in favor of the Income Tax Act (Canada)) with any Merger, the adoption by the Company of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to Merger Agreement and the disclosure approval of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such persons.other