Common use of Restrictions on Offerings Clause in Contracts

Restrictions on Offerings. The Corporation agrees that, from the date hereof and ending on the date that is 90 days following the Closing Date, it will not offer, or announce the offering of, or make or announce any agreement to issue, sell, or exchange Common Shares or securities convertible or exchangeable into Common Shares without the prior consent of the Underwriter, not to be unreasonably withheld, except in connection with: (i) exercise of stock options and other similar issuances pursuant to the existing employee share purchase plan of the Corporation and other share compensation arrangements outstanding as of the date hereof; (ii) warrants outstanding as of the date hereof; (iii) the conversion of the Class B Shares, or (iv) as full or partial consideration for a bona fide, arm’s length acquisition by the Corporation. In addition, the Corporation shall use reasonable efforts to cause its executive officers and directors to enter into agreements on terms and conditions satisfactory to the Underwriter in which they will covenant and agree that they will not, for a period commencing on the date hereof and ending 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any common shares of the Corporation held by them, directly or indirectly, without first obtaining the written consent of the Underwriter, which consent will not be unreasonably withheld or delayed, and will not be withheld upon the occurrence of a take-over bid or similar transaction involving a change of control of the Underwriter.

Restrictions on Offerings. The Corporation agrees that, from (1) From the date hereof and ending on the date that is until 90 days following from the Closing Date, it will the Corporation agrees not offerto, without the prior written consent of Clarus, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, authorize, sell or issue or announce its intention to authorize, sell or issue, or announce the offering of, negotiate or make or announce any enter into an agreement to sell or issue, sell, or exchange Common Shares or any securities of the Corporation (including those that are convertible or exchangeable into Common Shares without the prior consent securities of the Underwriter, not to be unreasonably withheld, except in connection with: Corporation) other than (i) exercise of stock options and other similar issuances pursuant to the existing employee Offering and the Concurrent Private Placement; (ii) the issuance of non-convertible debt securities; (iii) upon the exercise of convertible securities, options, deferred share purchase plan units or warrants of the Corporation and other share compensation arrangements outstanding as of the date hereof; (iiiv) warrants outstanding as pursuant to the Corporation’s stock option plan, deferred share unit plan or any other share compensation arrangement of the date hereofCorporation; (iiiv) the conversion pursuant to any acquisition of the Class B Shares, shares or (iv) as full or partial consideration for a bona fide, assets of arm’s length acquisition by persons; or (vi) in connection with any strategic transactions, investments or supply agreements between the Corporation and a third party, including any securities that may be issued to any arm’s length persons in connection with such strategic transactions, investments or supply agreements. (2) The Corporation will cause each of the directors, officers and principal shareholders of the Corporation. In addition, the Corporation shall use reasonable efforts to cause its executive officers and directors execute a lock-up agreement to enter into agreements on terms and conditions satisfactory to the Underwriter in which they will covenant and agree be delivered at Closing, setting out that they will not, for a period commencing on the date hereof and ending of 90 days following from the Closing Date, without the consent of Clarus, on behalf of the Underwriters, each director, officer and principal shareholder will not, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase make any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences ofshort sale, or otherwise dispose of of, or deal withtransfer, whether through the facilities of a stock exchange, by private placement or otherwiseannounce any intention to do so, any common shares of the Corporation held by themCorporation, whether now owned directly or indirectly, without first obtaining or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the written consent effect of transferring, in whole or in part, any of the Underwritereconomic consequences of ownership of common shares of the Corporation, which consent will not be unreasonably withheld whether such transaction is settled by the delivery of common shares of the Corporation, other securities, cash or delayed, and will not be withheld upon the occurrence of otherwise other than pursuant to a take-over bid or any other similar transaction involving a change of control made generally to all of the Underwritershareholders of the Corporation.