Common use of Participation Right Clause in Contracts

Participation Right. (a) Subject to Sections 3.1(b), 3.1(c), and 3.1(d), in connection with the Company’s Qualified IPO, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock of the Company, which would provide the OMERS Group (together with all direct or indirect transferees of the OMERS Group) with an aggregate of up to 10.6% (or, if less, its percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO) of the shares (the “IPO Shares”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(a) (i) the managing underwriter may, in its sole discretion, modify or limit OMERS’ participation right under this Section 3-1(a), by providing written notice to the Company setting forth such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for the success of the Qualified IPO, (ii) the provisions of Section 3.3(d) of the Stockholders Agreement shall not under any circumstances apply to the participation right provided in this Section 3.1(a), and (iii) the number of IPO Shares that OMERS would otherwise have the right to purchase under this Section 3.1(a) will be reduced on a share-for-share basis to the extent that the per share offering price of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreement), and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. (b) The participation right provided in Section 3.1(a) shall be subject to (i) the modification and approval right described in Section 3.1(a), and (ii) the clearance by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a) shall be substituted with a right to purchase a pro rata portion of the Common Stock scheduled to be sold in the Qualified IPO, where the number of shares to be offered hereunder shall not exceed, in the aggregate, the lesser of (i) up to 10.6% of the shares of Fully-Diluted Common Stock immediately after the Qualified IPO, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, and (iii) such amount as the managing underwriter shall approve in accordance with Section 3.1(a), in a private placement (the “Pre-IPO Private Placement”); provided, however, the number of shares that OMERS would otherwise have the right to purchase under this Section 3.1(b) will be reduced on a share-for-share basis to the extent that the per share offering price of such shares is less than the Antidilution Price, and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. The Company shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver to the Company, prior to the initial filing of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Securities Act, and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if any. (d) Notwithstanding the foregoing provisions of this Section 3.1, in the event that (i) regulatory authorities continue to object to this arrangement after full discussion and negotiation with the Company and its legal counsel (with the participation of one legal counsel representing OMERS, if desired by OMERS); (ii) regulatory authorities allow the Company to fulfill its obligations under this arrangement only on the condition that rescission rights or other specific liability will be assumed by the Company or the underwriters or that special risks related to the Pre-IPO Private Placement be included in the prospectus filed in connection with the Qualified IPO; (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO beyond delays caused by comments from regulatory authorities in respect of other issues (provided, however, that the Company has used its good faith efforts (with the participation of one legal counsel representing OMERS, if desired by OMERS) to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow the Company to issue securities of the Company to OMERS at the time of the Qualified IPO, then the Company and OMERS agree to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates the economic benefit of the Pre- IPO Private Placement.

Participation Right. (a) Subject The Company agrees that, subject to Sections 3.1(b), 3.1(cSection 3.7 and Section 5.1(a), and 3.1(dprovided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants, the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering, at the offering price per Offered Security determined pursuant to Section 3.6(a), in connection with and otherwise on substantially the Company’s Qualified IPOsame terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the same terms and conditions of the Offering, the Company shall use its commercially reasonable efforts to cause enable the managing underwriter Investor to participate on terms and conditions that are as substantially similar as circumstances permit), as follows: (i) in the case of such Qualified IPO an Offering of Common Shares, up to offer to OMERS the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock of Common Shares that will allow the Company, which would provide the OMERS Group (together with all direct or indirect transferees of the OMERS Group) with an aggregate of up Investor to 10.6% (or, if less, its maintain a percentage ownership interest in the number of shares of Fully-Diluted issued and outstanding Common Stock Shares after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to the Qualified IPO) delivery of the shares Offering Notice (calculated in accordance with Section 1.6 and subject to the “IPO limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Participation Right shall not exceed the percentage limitation imposed by such section); and (ii) in the case of an Offering of Offered Securities (other than Common Shares”) ), up to such number of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions Offered Securities that will (assuming, for all purposes of this Section 3.1(a3.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain the percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Offering, that is the same as the percentage ownership interest that it had immediately prior to delivery of the Offering Notice (icalculated in accordance with Section 1.6 and subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the managing underwriter Participation Right shall not exceed the percentage limitation imposed by such section). (b) Notwithstanding any other provision of this Section 3.2, if any Offering is to be conducted on a bought deal basis, then the Investor may, in its sole discretion, modify or limit OMERS’ participation right choose not to participate in such Offering but instead elect, within two Business Days after the date of receipt of an Offering Notice, to exercise its rights under this Section 3-1(a), by providing written notice to the Company setting forth such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for the success of the Qualified IPO, (ii) the provisions of Section 3.3(d) of the Stockholders Agreement shall not under any circumstances apply to the participation right provided in this Section 3.1(a), and (iii) the number of IPO Shares that OMERS would otherwise have the right to purchase under this Section 3.1(a) will be reduced on a share-for-share basis to the extent that the per share offering price of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreement), and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. (b) The participation right provided in Section 3.1(a) shall be subject to (i) the modification and approval right described in Section 3.1(a), and (ii) the clearance by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a) shall be substituted with a right to purchase a pro rata portion of the Common Stock scheduled to be sold in the Qualified IPO, where the number of shares to be offered hereunder shall not exceed, in the aggregate, the lesser of (i) up to 10.6% of the shares of Fully-Diluted Common Stock immediately after the Qualified IPO, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, and (iii) such amount as the managing underwriter shall approve in accordance with Section 3.1(a), in through a private placement (to be completed concurrently with the “Pre-IPO Private Placement”); provided, however, the number of shares that OMERS would otherwise have the right to purchase under this Section 3.1(b) will be reduced on a share-for-share basis to the extent that the per share offering price completion of such shares is less than Offering at the Antidilution Price, same price per Offered Security as under the Offering and, as a result thereofin such case, OMERS receives shares from shall notify the Company pursuant to the application in its Exercise Notice of the antidilution provisions of Section 6.3 of the Purchase Agreement. The Company shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement such election; provided that, if the Investor is offered an opportunity to fully participate in a bought deal prospectus offering and elects to proceed by way of a private placement, and such election would result in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver having to the Company, prior to the initial filing of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitationobtain shareholder approval, the Securities Act, Investor will not be permitted to participate by way of private placement and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects may only elect to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if anyOffering. (d) Notwithstanding the foregoing provisions of this Section 3.1, in the event that (i) regulatory authorities continue to object to this arrangement after full discussion and negotiation with the Company and its legal counsel (with the participation of one legal counsel representing OMERS, if desired by OMERS); (ii) regulatory authorities allow the Company to fulfill its obligations under this arrangement only on the condition that rescission rights or other specific liability will be assumed by the Company or the underwriters or that special risks related to the Pre-IPO Private Placement be included in the prospectus filed in connection with the Qualified IPO; (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO beyond delays caused by comments from regulatory authorities in respect of other issues (provided, however, that the Company has used its good faith efforts (with the participation of one legal counsel representing OMERS, if desired by OMERS) to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow the Company to issue securities of the Company to OMERS at the time of the Qualified IPO, then the Company and OMERS agree to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates the economic benefit of the Pre- IPO Private Placement.

Participation Right. (aA) Subject In the event that prior to Sections 3.1(bthe earlier of (i) March 23, 2008 and (ii) the date that the Purchasers collectively own fewer than 11,079,545 shares of Common Stock (such number of shares being subject to adjustment for stock splits, dividends, combinations, recapitalizations, reclassifications and other similar events), 3.1(cthe Company proposes to sell and issue securities of the Company (an "ADDITIONAL FINANCING") each Purchaser shall have the option to purchase, on the same terms and conditions offered by the Company to the other purchasers of such securities in such Additional Financing, up to that percentage of the securities sold in such Additional Financing equal to (x) the proportion that the number of Shares then held by such Purchaser bears to the total number of Shares then held by all Purchasers, multiplied by (y) the aggregate percentage set forth in Section 5.3(e) hereof with respect to such Additional Financing (such percentage being a Purchaser's "PRO RATA AMOUNT"), and 3.1(d), in connection with . (B) No later than 10 business days prior to the Company’s Qualified IPOanticipated closing of any such proposed Additional Financing, the Company shall use its commercially reasonable efforts to cause deliver a written notice (the managing underwriter of such Qualified IPO to offer to OMERS the right to purchase (at the Qualified IPO price"OFFER NOTICE") such number of additional shares of capital stock of the Company, which would provide the OMERS Group (together with all direct or indirect transferees of the OMERS Group) with an aggregate of up to 10.6% (or, if less, its percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO) of the shares (the “IPO Shares”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(a) Purchasers stating (i) the managing underwriter may, its bona fide intention to offer securities in its sole discretion, modify or limit OMERS’ participation right under this Section 3-1(a), by providing written notice to the Company setting forth such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for the success of the Qualified IPOan Additional Financing, (ii) the provisions number of Section 3.3(d) of the Stockholders Agreement shall not under any circumstances apply such securities to the participation right provided in this Section 3.1(a)be offered, and (iii) the number of IPO Shares that OMERS would otherwise have the right to purchase under this Section 3.1(a) will be reduced on a share-for-share basis price and terms, to the extent that known, upon which it proposes to offer such securities, and (iv) the per share offering price anticipated closing date of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreement), and, as a result thereof, OMERS receives shares from the sale of such securities. The Company pursuant to the application shall promptly notify each Purchaser of the antidilution provisions of Section 6.3 of the Purchase Agreement. (b) The participation right provided in Section 3.1(a) shall be subject to (i) the modification determination of the price and approval right described terms upon which it proposes to offer such securities, to the extent not set forth in Section 3.1(a)the Offer Notice, and (ii) the clearance by the SEC or the staff any material change in any of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a) shall be substituted with a right to purchase a pro rata portion of the Common Stock scheduled to be sold information set forth in the Qualified IPOOffer Notice or in the price or other terms previously communicated to such Purchaser (it being understood that any change in the offering price, where the number of shares to be offered hereunder and the warrant coverage and warrant exercise price of any warrants issued in such Additional Financing, shall not exceedbe deemed to be material, regardless of magnitude). (C) In order to participate in the Additional Financing, in the aggregatewhole or in part, the lesser of (i) up to 10.6% of the shares of Fully-Diluted Common Stock immediately after the Qualified IPO, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, and (iii) such amount as the managing underwriter shall approve in accordance with Section 3.1(a), in a private placement (the “Pre-IPO Private Placement”); provided, however, the number of shares that OMERS would otherwise have the right to purchase under this Section 3.1(b) will be reduced on a share-for-share basis to the extent that the per share offering price of such shares is less than the Antidilution Price, and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. The Company shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and Purchaser must deliver to the Company, on or prior to the initial filing latest of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Securities Act, and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if any. (d) Notwithstanding the foregoing provisions of this Section 3.1, in the event that (i) regulatory authorities continue to object to this arrangement the date 10 business days after full discussion and negotiation with the Company and its legal counsel date of delivery of the Offer Notice (with the participation of one legal counsel representing OMERS"Offer Notice Expiration Date"), if desired by OMERS); (ii) regulatory authorities allow the Company to fulfill its obligations under this arrangement only date one business day following the date on which the condition that rescission rights or other specific liability will be assumed by the Company or the underwriters or that special risks related final price and terms, to the Pre-IPO Private Placement be included extent not set forth in the prospectus filed in connection with the Qualified IPO; Offer Notice, are communicated to such Purchaser and (iii) the resolution with regulatory authorities relating date one business day following the date on which any change in any of the information set forth in the Offer Notice or in the price or any other term of the Additional Financing is communicated to this arrangement would delay such Purchaser, a written notice of acceptance providing a representation letter certifying that such Purchaser is an accredited investor within the Qualified IPO beyond delays caused by comments from regulatory authorities in respect meaning of other issues (provided, however, Rule 501 under the Securities Act and indicating the portion of the Purchaser's Pro Rata Amount that the Company has used its good faith efforts (with the participation of one legal counsel representing OMERSsuch Purchaser elects to purchase and, if desired by OMERS) such Purchaser shall elect to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow purchase all of its Pro Rata Amount, indicating the Company to issue securities amount of the Company to OMERS at the time of the Qualified IPO, then the Company and OMERS agree to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates the economic benefit of the Pre- IPO Private Placement.securities

Participation Right. (a) Subject to Sections 3.1(b5.3(b), 3.1(c5.3(c), and 3.1(d5.3(d), in connection with the CompanyCorporation’s Qualified IPO, the Company Corporation shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS the XXXX Group the right to purchase (at the Qualified IPO price) such number of additional shares of capital stock of the CompanyCorporation, which would provide the OMERS XXXX Group (together with all direct or indirect transferees of the OMERS XXXX Group) with an aggregate of up to 10.65.4% (or, if less, its percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO) of the shares (the “IPO Shares”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(a) 5.3(a), (i) the managing underwriter may, in its sole discretion, modify or limit OMERS’ the XXXX Group’s participation right under this Section 3-1(a), 5.3(a) by providing written notice to the Company Corporation setting forth such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for the success of the Qualified IPO, and (ii) the provisions of Section 3.3(d) of the Stockholders Agreement hereunder shall not under any circumstances apply to the participation right provided in this Section 3.1(a5.3(a), and (iii) the number of IPO Shares that OMERS would otherwise have the right to purchase under this Section 3.1(a) will be reduced on a share-for-share basis to the extent that the per share offering price of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreement), and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. (b) The participation right provided in Section 3.1(a5.3(a) shall be subject to (i) the modification and approval right described in Section 3.1(a5.3(a), and (ii) the clearance by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements statement released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a5.3(a) shall be substituted with a right to purchase a pro rata portion of the Common Stock scheduled to be sold in the Qualified IPO, where the number of shares to be offered hereunder shall not exceed, in the aggregate, the lesser of (i) up to 10.65.4% of the shares of Fully-Diluted Common Stock immediately after the Qualified IPO, (ii) OMERS’ the XXXX Group’s percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO, and (iii) such amount as the managing underwriter shall approve in accordance with Section 3.1(a5.3(a), in a private placement (the “Pre-IPO Private Placement”); provided, however, the number of shares that OMERS would otherwise have the right to purchase under this Section 3.1(b) will be reduced on a share-for-share basis to the extent that the per share offering price of such shares is less than the Antidilution Price, and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. The Company Corporation shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the CompanyCorporation’s obligation to issue and sell shares to OMERS the XXXX Group in the Pre-IPO Private Placement that, if necessary, in the opinion of counsel for the Company Corporation or the managing underwriter it underwriter, any member of the XXXX Group that is necessary, OMERS purchasing shares in the Pre-IPO Private Placement shall execute and deliver to the CompanyCorporation, prior to the initial filing of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:each share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS the XXXX Group shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Securities Act, and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such self-regulating regulation or quasi-public regulatory organizations. If OMERS any member of the XXXX Group elects to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company Corporation of OMERSthe XXXX Group, if any. (d) Notwithstanding the foregoing provisions of this Section 3.15.3, in the event that (i) regulatory authorities continue to object to this arrangement after full discussion and negotiation with the Company Corporation and its legal counsel (with the participation of one legal counsel representing OMERSthe XXXX Group, if desired by OMERSthe XXXX Group); (ii) regulatory authorities allow the Company Corporation to fulfill its obligations under this arrangement only on the condition that rescission rights or other specific liability will be assumed by the Company Corporation or the underwriters or that special risks related to the Pre-IPO Private Placement be included in the prospectus filed in connection with the Qualified IPO; (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO beyond delays caused by comments from regulatory authorities in respect of other issues (provided, however, that the Company Corporation has used its good faith efforts (with the participation of one legal counsel representing OMERSthe XXXX Group, if desired by OMERSthe XXXX Group) to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow the Company Corporation to issue securities of the Company Corporation to OMERS the XXXX Group at the time of the Qualified IPO, then the Company Corporation and OMERS the XXXX Group agree to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates the economic benefit of the Pre- Pre-IPO Private Placement.

Participation Right. (a) For so long as the Beneficial Ownership Requirement is satisfied, if the Company proposes to issue any Common Shares or Convertible Securities, other than pursuant to an Exempt Issuance (any such issuance, a “Subsequent Offering”), then the Company shall promptly following the announcement of such Subsequent Offering, provide a written notice (the “Subsequent Offering Notice”) to the Investor setting out: (i) the number of Common Shares or Convertible Securities issued or to be issued; (ii) the material terms and conditions of any Convertible Securities issued or to be issued and any other terms and conditions of such Subsequent Offering; (iii) the subscription price per Common Share or Convertible Security issued or to be issued by the Company under such Subsequent Offering, as applicable (and, in the case of a Subsequent Offering for consideration in whole or in part other than cash, the fair market value thereof as reasonably determined by the Independent Directors); and (iv) the proposed closing date for the issuance of a Note, Common Shares or Convertible Securities to the Investor, assuming exercise of the Participation Right by the Investor, which closing date shall be at least 10 Business Days following the date of such notice, or such other date as the Company and the Investor may agree. (b) Subject to Sections 3.1(bSection 3.1(c) and the receipt of all required regulatory approvals and compliance with applicable Laws, the Company agrees that the Investor has the right (the “Participation Right”), 3.1(c)upon receipt of a Subsequent Offering Notice, to purchase, on substantially similar terms and 3.1(d)conditions of such Subsequent Offering (but in any event at the same price per security received by the Company in such Subsequent Offering): (i) in the case of a Subsequent Offering of Common Shares that occurs: (A) prior to the Conversion Date, a Note in a principal amount equal to the amount required to convert the Note into such number of Common Shares that will allow the Investor to maintain its Beneficial Ownership immediately prior to completion of the Subsequent Offering; (B) following the Conversion Date, Common Shares that will allow the Investor to maintain its Beneficial Ownership immediately prior to the completion of the Subsequent Offering; and (ii) in the case of a Subsequent Offering of Convertible Securities that occurs: (A) prior to the Conversion Date, a Note in a principal amount equal to the amount required to convert such Note into such number of Common Shares that will (assuming conversion or exchange of all of the Convertible Securities issued in connection with the Company’s Qualified IPOSubsequent Offering and the Notes issuable pursuant to this Section 3.1) allow the Investor to maintain its Beneficial Ownership immediately prior to completion of the Subsequent Offering; (B) following the Conversion Date, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS the right to purchase (at the Qualified IPO price) such number of additional shares Convertible Securities that will (assuming conversion or exchange of capital stock all of the Company, which would provide Convertible Securities issued in connection with the OMERS Group (together with all direct or indirect transferees of Subsequent Offering and the OMERS GroupConvertible Securities issuable pursuant to this Section 3.1) with an aggregate of up allow the Investor to 10.6% (or, if less, maintain its percentage interest in the number of shares of Fully-Diluted Common Stock Beneficial Ownership immediately prior to the Qualified IPO) completion of the shares (the “IPO Shares”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(a) (i) the managing underwriter maySubsequent Offering, in its sole discretioneach case, modify for certainty, after giving effect to any Common Shares or limit OMERS’ participation right under this Section 3-1(a)Convertible Securities acquired by the Investor as part of the Subsequent Offering, by providing other than pursuant to the exercise of the Participation Right. (c) If the Investor wishes to exercise the Participation Right in respect of a particular Subsequent Offering, the Investor shall give written notice to the Company setting forth such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for (the success of the Qualified IPO, (ii) the provisions of Section 3.3(d“Exercise Notice”) of the Stockholders Agreement shall not under any circumstances apply to exercise of such right and the participation right provided in this Section 3.1(a), and (iii) principal amount of the Note or the number of IPO Common Shares or Convertible Securities, as applicable, that OMERS would otherwise have the right Investor wishes to purchase under this Section 3.1(a) will be reduced on a share-for-share basis (subject to the extent that the per share offering price of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreementlimits prescribed by Section 3.1(b)), and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. within 10 Business Days (b) The participation right provided in Section 3.1(a) shall be subject to (i) the modification and approval right described in Section 3.1(a), and (ii) the clearance by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a) shall be substituted with a right to purchase a pro rata portion of the Common Stock scheduled to be sold in the Qualified IPO, where the number of shares to be offered hereunder shall not exceedor, in the aggregatecase of a Subsequent Offering that is a public offering in a “bought deal”, three Business Days) after the lesser date of (i) up to 10.6% receipt of the shares of Fully-Diluted Common Stock immediately after Subsequent Offering Notice (the Qualified IPO“Exercise Notice Period”), (ii) OMERS’ percentage interest in provided that if the number of shares of Fully-Diluted Common Stock immediately Investor does not so provide such Exercise Notice prior to the Qualified IPO, and (iii) such amount as expiration of the managing underwriter shall approve in accordance with Section 3.1(a), in a private placement (the “Pre-IPO Private Placement”); provided, howeverExercise Notice Period, the Investor will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice delivered by the Investor shall set forth the aggregate number of shares that OMERS would otherwise have each class of securities of the right to purchase under this Section 3.1(b) will be reduced on a share-for-share basis to Company beneficially owned or controlled by the extent that Investor as of the per share offering price date of such shares is less than the Antidilution Price, and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. The Company shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver to the Company, prior to the initial filing of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Securities Act, and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if anyExercise Notice. (d) Notwithstanding If the foregoing provisions Company receives a valid Exercise Notice from the Investor within the Exercise Notice Period, then the Company shall issue to the Investor against payment of this the purchase price or subscription price payable in respect thereof set forth in the Subsequent Offering Notice, a Note in the principal amount, or that number of Common Shares or Convertible Securities, as applicable, set forth in the Exercise Notice, subject to the receipt of all required regulatory and other approvals on terms and conditions satisfactory to the Company, acting reasonably, which approvals the Company shall use commercially reasonable efforts to obtain (including any required shareholder approvals), and subject to compliance with applicable Laws and to the limits prescribed by Section 3.13.1(b). The Investor acknowledges and agrees that such Note, Common Shares or Convertible Securities may be subject to restrictions on transfer pursuant to applicable Securities Laws. Accordingly, the Investor acknowledges and agrees that prior to the expiry of any applicable hold period under applicable Securities Laws, the Note or certificates (if any) representing such Common Shares or Convertible Securities will bear such legend or legends as may, in the reasonable opinion of counsel to the Company, be necessary in order to comply with applicable Securities Laws or the requirements of, as applicable, the CSE or any other exchange where the Common Shares are listed. (e) If the Company is required to seek shareholder approval for the issuance of securities to the Investor, then the Company shall call and hold a meeting of its shareholders to consider the issuance of such securities to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is advised that it will require shareholder approval, and shall recommend approval of the issuance of such securities and shall solicit proxies in support thereof. (if) regulatory authorities continue The closing of the exercise of the Participation Right of the Investor will take place on the closing date set out in the Subsequent Offering Notice, which shall be, to object to this arrangement after full discussion and negotiation the extent practicable, concurrent with the Company and its legal counsel (with related issuance pursuant to the participation of one legal counsel representing OMERSSubsequent Offering and, if desired by OMERS); (ii) regulatory authorities allow not practicable, as soon as practicable thereafter. If the Company to fulfill its obligations under this arrangement only on closing of the condition that rescission rights or other specific liability will be assumed exercise of the Participation Right has not been completed by the Company 90th day following the receipt of the Subsequent Offering Notice (or such earlier or later date as the underwriters or that special risks related to the Pre-IPO Private Placement be included in the prospectus filed in connection with the Qualified IPO; (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO beyond delays caused by comments from regulatory authorities in respect of other issues (providedparties may agree), however, provided that the Company has used its good faith commercially reasonable efforts to obtain all required regulatory and other approvals (with including any required shareholder approvals), then the participation of one legal counsel representing OMERS, if desired by OMERS) Exercise Notice will be deemed to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow have been irrevocably withdrawn and the Company will have no obligation to issue securities any Note, Common Shares or Convertible Securities, as applicable, to the Investor pursuant to such exercise of the Company Participation Right. If the Investor does not timely elect to OMERS at the time of the Qualified IPOexercise its Participation Right in full, then the Company shall be free for a period of 120 days following the expiration of the Exercise Notice Period to sell the Common Shares or Convertible Securities that are the subject of the Subsequent Offering Notice on terms and OMERS agree conditions not materially more favorable to negotiate the purchasers thereof (but in any event with a price no less than those offered to the Investor in the Subsequent Offering Notice). Any Common Shares or Convertible Securities offered or sold by the Company pursuant to such Subsequent Offering after such 120-day period, must be reoffered to the Investor pursuant to this Section 3.1. (g) The election by the Investor not to exercise its Participation Right under this Section 3.1 in any one instance shall not affect its right as to any subsequent proposed issuance. (h) In the case of an issuance subject to this Section 3.1 for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith to enter into an alternative transaction that as closely as practicable approximates by the economic benefit of the Pre- IPO Private PlacementIndependent Directors.

Participation Right. (a) Subject to Sections 3.1(bthe terms and conditions specified in this Section 9, the Company hereby grants to the Holder of this Warrant a right to participate in future sales by the Company of its shares of Common Stock and securities convertible into or exercisable for shares of Common Stock that are offered (or are convertible into or exercisable for shares of Common Stock) at less than the Exercise Price per share (the “Participation Right”). Notwithstanding anything to the contrary contained in this Section 9, 3.1(c)the Participation Right is subject to (i) Board authorization of a waiver under Section 7.5(a) of the Certificate of Incorporation, if required and (ii) compliance with applicable rules and requirements of the Nasdaq Stock Market, and 3.1(dthe Company shall not be obligated to extend such Participation Right to Holder if such Participation Right would violate any applicable rule or regulation of the Nasdaq Stock Market or the Certificate of Incorporation. (b) Each time the Company proposes to offer any shares of Common Stock, or securities convertible into or exercisable for any shares of Common Stock at a price per share that is less than the Exercise Price (“Shares”), in connection with the Company’s Qualified IPO, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS Holder the right to purchase a portion of such Shares (at as determined in subsection (2) below) in accordance with the Qualified IPO pricefollowing provisions: (1) such number of additional shares of capital stock of the Company, which would provide the OMERS Group The Company shall deliver a written notice (together with all direct or indirect transferees of the OMERS Group“Notice”) with an aggregate of up to 10.6% (or, if less, its percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO) of the shares (the “IPO Shares”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(a) Holder stating (i) the managing underwriter may, in its sole discretion, modify or limit OMERS’ participation right under this Section 3-1(a), by providing written notice bona fide intention to the Company setting forth offer such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for the success of the Qualified IPOShares, (ii) the provisions number of Section 3.3(d) of the Stockholders Agreement shall not under any circumstances apply such Shares to the participation right provided in this Section 3.1(a)be offered, and (iii) the number of IPO Shares that OMERS would otherwise have the right price and terms, if any, upon which it proposes to purchase under this Section 3.1(a) will be reduced on a share-for-share basis to the extent that the per share offering price of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreement), and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreementoffer such Shares. (b2) The participation right provided Within ten (10) calendar days after the Notice is sent, the Holder may elect to purchase or obtain, at the price and on the terms specified in Section 3.1(a) shall be subject the Notice, up to the greater of (i) that portion of such Shares which equals the modification and approval right described in Section 3.1(aproportion (the “Proportion”) that the number of shares of Common Stock held by such Holder (treating the Warrant as if fully exercised for Common Stock) bears to the total number of shares of Common Stock of the Company then outstanding (assuming for such calculation any shares issuable upon conversion of any capital stock convertible into or exchangeable for Common Stock), ; and (ii) the clearance greatest number of Shares being purchased by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a) shall be substituted with a right to purchase a pro rata portion of the Common Stock scheduled to be sold any single investor in the Qualified IPO, where offering giving rise to the number of shares to be offered hereunder Participation Right. (3) The Participation Right shall not exceed, in the aggregate, the lesser of be applicable (i) up to 10.6% the issuance or sale of shares of Common Stock (as adjusted to reflect any stock splits, combinations or other events involving the Common Stock) to employees, consultants or members of the shares Company’s Board of Fully-Diluted Common Stock immediately after Directors (the Qualified IPO“Board”) pursuant to employee or director equity plans which are approved by the Board, (ii) OMERS’ percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPOissuance of securities pursuant to the conversion or exercise of convertible or exercisable securities of the Company, and (iii) such amount as the managing underwriter shall approve in accordance with Section 3.1(a), in a private placement (the “Pre-IPO Private Placement”); provided, however, the number of shares that OMERS would otherwise have the right to purchase under this Section 3.1(b) will be reduced on a share-for-share basis to the extent that the per share offering price of such shares is less than the Antidilution Price, and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreement. The Company shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver to the Company, prior to the initial filing of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Securities Act, and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if any. (d) Notwithstanding the foregoing provisions of this Section 3.1, in the event that (i) regulatory authorities continue to object to this arrangement after full discussion and negotiation with the Company and its legal counsel (with the participation of one legal counsel representing OMERS, if desired by OMERS); (ii) regulatory authorities allow the Company to fulfill its obligations under this arrangement only on the condition that rescission rights or other specific liability will be assumed by the Company or the underwriters or that special risks related to the Pre-IPO Private Placement be included in the prospectus filed issued in connection with any acquisition or business combination transaction approved by the Qualified IPO; (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO beyond delays caused by comments from regulatory authorities in respect of other issues (providedBoard, however, that the Company has used its good faith efforts (with the participation of one legal counsel representing OMERS, if desired by OMERS) to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow the Company to issue securities of the Company to OMERS at the time of the Qualified IPO, then issued in connection with equipment lease financings or other financings with commercial lenders or in strategic transactions involving the Company and OMERS agree other entities including joint ventures or marketing, distribution or development arrangements, in each case provided that any issuance pursuant to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates subsection (iv) has been approved by the economic benefit of the Pre- IPO Private PlacementBoard.

Participation Right. (a) Subject to Sections 3.1(bthe terms and conditions specified in this Section 9, the Company hereby grants to the Holder of this Warrant a right to participate in future sales by the Company of its shares of Common Stock and securities convertible into or exercisable for shares of Common Stock that are offered (or are convertible into or exercisable for shares of Common Stock) at less than the Exercise Price per share (the “Participation Right”). Notwithstanding anything to the contrary contained in this Section 9, 3.1(c)the Participation Right is subject to (i) Board authorization of a waiver under Section 7.5(a) of the Certificate of Incorporation, if required and (ii) compliance with applicable rules and requirements of the Nasdaq Stock Market, and 3.1(dthe Company shall not be obligated to extend such Participation Right to Holder if such Participation Right would violate any applicable rule or regulation of the Nasdaq Stock Market or the Certificate of Incorporation. (b) Each time the Company proposes to offer any shares of Common Stock, or securities convertible into or exercisable for any shares of Common Stock at a price per share that is less than the Exercise Price (“Shares”), in connection with the Company’s Qualified IPO, the Company shall use its commercially reasonable efforts to cause the managing underwriter of such Qualified IPO to offer to OMERS Holder the right to purchase a portion of such Shares (at as determined in subsection (2) below) in accordance with the Qualified IPO pricefollowing provisions: (1) such number of additional shares of capital stock of the Company, which would provide the OMERS Group The Company shall deliver a written notice (together with all direct or indirect transferees of the OMERS Group“Notice”) with an aggregate of up to 10.6% (or, if less, its percentage interest in the number of shares of Fully-Diluted Common Stock immediately prior to the Qualified IPO) of the shares (the “IPO Shares”) of Fully-Diluted Common Stock immediately after the Qualified IPO. Notwithstanding the foregoing provisions of this Section 3.1(a) Holder stating (i) the managing underwriter may, in its sole discretion, modify or limit OMERS’ participation right under this Section 3-1(a), by providing written notice bona fide intention to the Company setting forth offer such underwriter’s reasons for such limitation or modification, including that such limitation or modification is necessary, because of marketing factors, for the success of the Qualified IPOShares, (ii) the provisions number of Section 3.3(d) of the Stockholders Agreement shall not under any circumstances apply such Shares to the participation right provided in this Section 3.1(a)be offered, and (iii) the number of IPO Shares that OMERS would otherwise have the right price and terms, if any, upon which it proposes to purchase under this Section 3.1(a) will be reduced on a share-for-share basis to the extent that the per share offering price of the IPO Shares is less than the Antidilution Price (as defined in the Purchase Agreement), and, as a result thereof, OMERS receives shares from the Company pursuant to the application of the antidilution provisions of Section 6.3 of the Purchase Agreementoffer such Shares. (b2) The participation right provided in Section 3.1(aWithin ten (10) shall be subject to (i) calendar days after the modification and approval right described in Section 3.1(a)Notice is sent, and (ii) the clearance by the SEC or the staff of the SEC of such arrangement without the need to maintain a resale prospectus in effect. If such approval or clearance is not received, or is reasonably unlikely to be received as a result of decisions, declarations, or policy statements released by the SEC or the staff of the SEC, then the participation right provided in Section 3.1(a) shall be substituted with a right Holder may elect to purchase a pro rata portion of or obtain, at the Common Stock scheduled to be sold price and on the terms specified in the Qualified IPONotice, where up to the number of shares to be offered hereunder shall not exceed, in the aggregate, the lesser greater of (i) up to 10.6% that portion of such Shares which equals the shares of Fully-Diluted Common Stock immediately after proportion (the Qualified IPO, (ii“Proportion”) OMERS’ percentage interest in that the number of shares of Fully-Diluted Common Stock immediately prior held by such Holder (treating the Warrant as if fully exercised for Common Stock) bears to the Qualified IPOtotal number of shares of Common Stock of the Company then outstanding (assuming for such calculation any shares issuable upon conversion of any capital stock convertible into or exchangeable for Common Stock); (ii) the greatest number of Shares being purchased by any single investor in the offering giving rise to the Participation Right, and (iii) such amount that number of Shares with an offering price equal to $15 million. (3) The Participation Right shall not be applicable (i) to the issuance or sale of shares of Common Stock (as adjusted to reflect any stock splits, combinations or other events involving the managing underwriter shall approve in accordance with Section 3.1(a)Common Stock) to employees, in a private placement consultants or members of the Company’s Board of Directors (the “Pre-IPO Private PlacementBoard”); provided) pursuant to employee or director equity plans which are approved by the Board, however, the number of shares that OMERS would otherwise have the right to purchase under this Section 3.1(b(ii) will be reduced on a share-for-share basis to the extent that the per share offering price issuance of such shares is less than the Antidilution Price, and, as a result thereof, OMERS receives shares from the Company securities pursuant to the application conversion or exercise of the antidilution provisions convertible or exercisable securities of Section 6.3 of the Purchase Agreement. The Company shall use its commercially reasonable efforts to close the Pre-IPO Private Placement immediately before or contemporaneously with the Qualified IPO. It shall be a condition to the Company’s obligation to issue and sell shares to OMERS in the Pre-IPO Private Placement that, if in the opinion of counsel for the Company or the managing underwriter it is necessary, OMERS execute and deliver to the Company, prior (iii) to the initial filing of the registration statement for the Qualified IPO, a binding subscription agreement to purchase shares in the Pre-IPO Private Placement at a price per share equal to the price at which the Common Stock will be initially offered and sold to the public, less the amount of the underwriting discount/commission that is paid to the underwriters for each:share of Common Stock sold in the Qualified IPO. (c) The Pre-IPO Private Placement and any offer to be made to OMERS shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, the Securities Act, and all applicable rules and regulations promulgated by the National Association of Securities Dealers, Inc. and other such self-regulating or quasi-public regulatory organizations. If OMERS elects to participate in the Pre-IPO Private Placement, it shall comply with all reasonable requirements and procedures required by the Company of OMERS, if any. (d) Notwithstanding the foregoing provisions of this Section 3.1, in the event that (i) regulatory authorities continue to object to this arrangement after full discussion and negotiation with the Company and its legal counsel (with the participation of one legal counsel representing OMERS, if desired by OMERS); (ii) regulatory authorities allow the Company to fulfill its obligations under this arrangement only on the condition that rescission rights or other specific liability will be assumed by the Company or the underwriters or that special risks related to the Pre-IPO Private Placement be included in the prospectus filed issued in connection with any acquisition or business combination transaction approved by the Qualified IPO; (iii) the resolution with regulatory authorities relating to this arrangement would delay the Qualified IPO beyond delays caused by comments from regulatory authorities in respect of other issues (providedBoard, however, that the Company has used its good faith efforts (with the participation of one legal counsel representing OMERS, if desired by OMERS) to timely resolve any regulatory issues that arise in connection with this arrangement); or (iv) regulatory authorities do not allow the Company to issue securities of the Company to OMERS at the time of the Qualified IPO, then issued in connection with equipment lease financings or other financings with commercial lenders or in strategic transactions involving the Company and OMERS agree other entities including joint ventures or marketing, distribution or development arrangements, in each case provided that any issuance pursuant to negotiate in good faith to enter into an alternative transaction that as closely as practicable approximates subsection (iv) has been approved by the economic benefit of the Pre- IPO Private PlacementBoard.