Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. To the extent that the Holders have not exercised their rights to purchase all the Offered Shares subject to the Transfer, such Selling Shareholders shall have a period of sixty (60) days from the expiration of such rights in which to sell any remaining Offered Shares, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Offered Shares, furnish the Company and the Selling Shareholders with a written agreement to be bound by and comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) were a Selling Shareholder hereunder, as well as the terms of the agreement pursuant to which such Offered Shares were issued. In the event a Selling Shareholder does not consummate the sale or disposition of the Offered Shares within the sixty (60) day period from the expiration of these rights, the Holder’s right of first refusal hereunder shall continue to be applicable to any subsequent disposition by any Selling Shareholder. Furthermore, the exercise or non-exercise by the Holders to purchase Offered Shares by such Selling Shareholder shall not adversely affect such Holder’s rights to make subsequent purchases from any Selling Shareholder. Any proposed Transfer on terms and conditions different than those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Offered Shares by a Selling Shareholder shall again be subject to the right of first refusal and co-sale right of Holders and shall require compliance by the relevant Selling Shareholders with the procedures described in this Section 4.

Non-Exercise of Rights. To the extent that the Holders have not exercised their rights to purchase all the of a Transferor’s Offered Shares in accordance with Section 5.2(b), then, subject to the Transferright of the Holders to exercise their rights to participate in the sale of Offered Shares specified in Section 5.2(c), such Selling Shareholders Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell any remaining Offered Shares, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall, as a condition to the effectiveness of Transfer transfer of the Offered Shares, furnish the Company and the Selling Shareholders Holders with a written agreement to be bound by and comply with this Agreement, including without limitation all provisions of this Section 45, as if such transferee(s) were a Selling Shareholder Transferor hereunder, as well as the terms of the agreement pursuant to which such Offered Shares were issued. The Company shall not register any such transferee(s) as the legal owner of the Offered Shares until such transferee(s) become a party to this Agreement. In the event a Selling Shareholder Transferor does not consummate the sale or disposition of the Offered Shares within the sixty (60) day 60)-day period from the expiration of these rights, the each Holder’s right of first refusal hereunder rights under Section 5.2 shall continue to be applicable to any subsequent disposition of the Offered Shares by any Selling Shareholdersuch Transferor. Furthermore, the exercise or non-exercise by the Holders to purchase Offered Shares by from such Selling Shareholder Transferor shall not adversely affect such Holder’s the Holders’ rights to make subsequent purchases from any Selling ShareholderTransferor of Offered Shares. Any proposed Transfer on terms and conditions different than those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Offered Shares by a Selling Shareholder shall again be subject to the right of first refusal and the co-sale right of the Holders and shall require compliance by the relevant Selling Shareholders Transferor with the procedures described in this Section 45.

Non-Exercise of Rights. To (i) If the extent that ROFR Offerees do not elect to purchase all of the Holders have not exercised Offered Shares in accordance with Section 4.2, then, without prejudice to the right of the Preferred Shareholders to exercise their rights to purchase all participate in the sale of Offered Shares subject to within the Transfertime periods specified in Section 4.3, such Selling Shareholders the Transferor shall have a period of sixty one hundred and twenty (60120) days from the expiration of such rights in which the Option Period to sell any the remaining Offered Shares, Shares to the transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, to the third-party transferee(s) identified so long as any such sale is effected in the Transfer Noticeaccordance with all applicable Laws. The third-party transferee(s) shallParties agree that each such transferee, prior to and as a condition to the effectiveness consummation of Transfer any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of the Offered Shares, furnish the Company such Transferor under this Agreement and the Selling Shareholders with a written agreement to Transfer shall not be bound effective and shall not be recognized by any Party until such documents and comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(sinstruments are so executed and delivered. (ii) were a Selling Shareholder hereunder, as well as the terms of the agreement pursuant to which such Offered Shares were issued. In the event a Selling Shareholder the Transferor does not consummate the sale or disposition of such Offered Shares to the transferee identified in the Transfer Notice within the abovementioned one hundred and twenty (120) day period, the rights of the Offered Shares within ROFR Offerees under Section 4.2 and the sixty (60) day period from rights of the expiration of these rights, the Holder’s right of first refusal hereunder Preferred Shareholders under Section 4.3 shall continue to be re-invoked and shall be applicable to any each subsequent disposition of such Offered Shares by any Selling Shareholder. Furthermore, the Transferor until such rights lapse in accordance with the terms of this Agreement. (iii) The exercise or non-exercise by of the Holders rights of the ROFR Offerees or Preferred Shareholders under this Section 4 to purchase Offered Shares Equity Securities from a Transferor or participate in the sale of Equity Securities by such Selling Shareholder a Transferor shall not adversely affect such Holder’s their rights to make subsequent purchases from any Selling Shareholder. Any proposed Transfer on terms and conditions different than those described the Transferor of Equity Securities or subsequently participate in the Transfer Notice, as well as any subsequent proposed Transfer sales of any of the Offered Shares by a Selling Shareholder shall again be subject to the right of first refusal and co-sale right of Holders and shall require compliance Equity Securities by the relevant Selling Shareholders with the procedures described in this Section 4Transferor hereunder.

Non-Exercise of Rights. (A) To the extent that all of the Holders Remaining Equities Holder(s) has not/have not exercised its or their rights to purchase all the Offered Shares Securities under Clause 4.3 or if not all of the Offered Securities are allocated to the Remaining Equities Holder(s) after employing the procedures set out in Clause 4.3(B) but, subject to compliance with Clause 4.4 where applicable, then upon expiration of the Transferforty-five (45) days from the date of receipt of the Transfer Notice by the Remaining Equities Holder(s), such Selling Shareholders the Transferor shall have a period of sixty twenty-eight (6028) days from the expiration of such rights forty-five (45) days' period in which to sell any remaining portion of the Offered Shares, Securities upon terms and conditions (including the purchase price) no more favorable favourable to the purchaser transferee than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party Notice PROVIDED THAT no Shareholder and no Investor may sell or Transfer its Equity Securities unless and until (i) such transferee(s) shall, as a condition have delivered to the effectiveness of Transfer of the Offered Shares, furnish the Company and each of the Selling Shareholders with Investors a written agreement to be bound by and comply with this duly executed Joinder Agreement, including without limitation all provisions of this Section 4(ii) such Transfer will not be subject to or will be exempted from the prospectus and registration requirements under the Ontario Securities Act and (iii) where necessary, as if such the transferee(s) were a Selling Shareholder hereunder, as well as shall sign and deliver to the terms of Company an Accredited Investor Certificate in the agreement pursuant form set out in schedule 8 to which such Offered Shares were issued. the Subscription Agreement. (B) In the event a Selling Shareholder the Transferor does not consummate the sale or disposition of the Offered Shares Securities within the sixty twenty-eight (6028) day days' period from the expiration of these rightsas referred to in Clause 4.5(A), the Holder’s right of first refusal hereunder shall continue to be applicable to any subsequent disposition by any Selling Shareholder. Furthermore, the exercise or non-exercise by the Holders to purchase Offered Shares by such Selling Shareholder Transferor shall not adversely affect thereafter sell or Transfer any such Holder’s rights to make subsequent purchases from any Selling Shareholder. Any proposed Transfer on terms and conditions different than those described Offered Securities without again first offering them in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Offered Shares by a Selling Shareholder shall again be subject to the right of first refusal and co-sale right of Holders and shall require compliance by the relevant Selling Shareholders accordance with the procedures described in this Section Clause 4.

Non-Exercise of Rights. To the extent that the Major Holders have not exercised in full their rights to purchase all the Offered Shares subject to within the Transfertime periods specified in Section 4.2, such the Selling Shareholders Shareholder shall have a period of sixty ninety (6090) days from the expiration of such rights the 45 day period set forth in which Section 4.2 (the “Ninety Day Period”) to sell any remaining the Offered Shares and the Co-Sale Shares, if any, upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice, Notice to the third-party transferee(s) identified in the Transfer Notice. The third-party transferee(s) shall, as a condition to such transfer, become a party to Section 2 of this Agreement and become subject to all the effectiveness of Transfer provisions included therein unless waived by Major Holders, holding in the aggregate 75% of the Offered Shares, furnish aggregate number of shares of the Company and the Selling Shareholders with a written agreement to be bound he ld at such time by and comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) were a Selling Shareholder hereunder, as well as the terms of the agreement pursuant to which such Offered Shares were issuedMajor Holders. In the event that the Selling Shareholder and the third-party transferee remain desirous of consummating the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, yet due to a delay resulting from failure to obtain third party approvals, the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, cannot be consummated within the Ninety Day Period, the Ninety Day Period shall be extended by a further period of up to ninety (90) days (the “Second Ninety Day Period”). Notwithstanding the aforesaid in the previous sentence, in the event that the Selling Shareholder does not consummate the sale or disposition of the Offered Shares and the Co-Sale Shares, if any, within the sixty (60) day period from Ninety Day Period or the expiration of these rightsSecond Ninety Day Period, as the case may be, the Holder’s right of Major Holders’ first refusal hereunder rights and the Co-Sale Holders’ co-sale rights shall continue to be applicable to any subsequent disposition by any Selling Shareholder. Furthermore, the exercise or non-exercise by the Holders to purchase Offered Shares by such Selling Shareholder shall not adversely affect such Holder’s rights to make subsequent purchases from any Selling Shareholder. Any proposed Transfer on terms and conditions different than those described in the Transfer Notice, as well as any subsequent proposed Transfer of any of the Offered Shares by a Selling such Sellin g Shareholder shall again be subject to the until such right of first refusal and co-sale right of Holders and shall require compliance by the relevant Selling Shareholders lapses in accordance with the procedures described in terms of this Section 4Agreement.