Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) Each Underwriter represents and agrees that the Time of Sale Prospectus and Prospectus are for distribution only to, and directed only at, (1) persons outside the United Kingdom, (2) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (3) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated. (iii) Each Underwriter represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (iv) Each Underwriter represents and agrees that: (1) the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or the United Kingdom (“UK”); and (2) no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes of this Section 2(c)(iv), a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). For the purposes of this Section 2(c)(iv), the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are “accredited investors”, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) Each Underwriter represents and agrees that (i) it has not offered or sold any Securities to persons in the Time of Sale Prospectus United Kingdom and Prospectus are for distribution only tountil six months after the Closing Time, and directed only at, (1) it will not offer or sell any Securities to persons outside in the United Kingdom, (2) except to persons with professional experience whose ordinary activities involve them in matters relating to acquiring, holding, managing or disposing of investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amendedprincipal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom, the “Financial Promotion Order”), (3) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 the Public Offers of the Financial Services and Markets Xxx 0000 Securities Regulations 1995, (“FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated. (iii) Each Underwriter represents and agrees that: (1ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an any invitation or inducement to engage in investment activity (within the meaning of Section section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the any Securities in circumstances in which Section section 21(1) of the FSMA does not apply to the Company; and , and (2iii) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (iv) . Each Underwriter represents acknowledges that offers and agrees that: (1) sales of the Securities in Germany are not intended subject to be offeredthe restrictions provided in the German Securities Prospectus Act (Wertpapier- Verkaufsprospektgesetz) with respect to Euro-securities (Euro- Wertpapiere); in particular, sold or otherwise made available to and should the Securities may not be offered, sold or otherwise made available to any retail investor offered in the European Economic Area (“EEA”) or the United Kingdom (“UK”); and (2) no key information document required Germany by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulationway of public promotion. For purposes of this Section 2(c)(iv), a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). For the purposes of this Section 2(c)(iv), the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. (v) Each Underwriter represents and agrees that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell in The Netherlands any Securities other than to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises) or otherwise in compliance with any other applicable laws or regulations of The Netherlands. Each Underwriter agrees that it has not directly or indirectly offered or sold, and it will not directly or indirectly offer or sell, any Securities in Japan or for the benefit of any resident of Japan (which term as used in this paragraph means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and in compliance with, the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are “accredited investors”, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) and Exchange Law of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations Japan and any resale other applicable laws, regulations and guidelines of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities lawsJapan.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) . Each Underwriter represents and agrees that the Time of Sale Prospectus and Prospectus are for distribution only to, and directed only at, (1) persons outside the United Kingdom, (2) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (3) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated. (iii) Each Underwriter represents and agrees that: (1i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an any invitation or inducement to engage in investment activity (within the meaning of Section section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the any Securities in circumstances in which Section section 21(1) of the FSMA does not apply to any Company or the Company; and Guarantor, and (2ii) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) each Underwriter represents and agrees that it has not made and will not make an offer to the public of any Securities in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may make an offer to the public in that Relevant Member State of any Securities at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last fiscal year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (iii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representatives for any such offer; or (iv) Each Underwriter represents and agrees that: (1) the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to in any retail investor in the European Economic Area (“EEA”) or the United Kingdom (“UK”); and (2) no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes of this Section 2(c)(iv), a retail investor means a person who is one (or moreother circumstances falling within Article 3(2) of the following: (i) Prospectus Directive, provided that no such offer of Securities shall result in a retail client as defined in point (11) requirement for the publication by the Company, any Guarantor or any of the Underwriters of a prospectus pursuant to Article 4(1) 3 of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Prospectus Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). For the purposes of this Section 2(c)(iv)provision, the expression an “offeroffer to the public” includes in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the any Securities to be offered so as to enable an investor to decide to purchase or subscribe for any Securities, as the Securities. (v) same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. Each Underwriter represents and agrees that: (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any senior notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (the “Securities and Futures Ordinance”) and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance of Hong Kong (Cap.32, Laws of Hong Kong) (the “Companies Ordinance”) or which do not constitute an offer to the public within the meaning of the Companies Ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the senior notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to senior notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan (the “SEL”), and each Underwriter represents and agrees, and each Underwriter further appointed will be required to represent and agree, that the Securities being purchased by it will be sold only to purchasers purchasingpurchased by it as principal, and that neither it nor any person acting on its behalf has offered or sold, or deemed will offer or sell, any Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term shall mean any person resident in Japan or any corporation or entity organized under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of the SEL and otherwise in compliance with the SEL and other relevant laws and regulations. Neither the Preliminary Prospectus nor the Prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter represents and agrees, and each Underwriter further appointed will be purchasingrequired to represent and agree, as principal that are the Preliminary Prospectus, the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities shall not be circulated or distributed, nor shall the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “accredited investorsSFA”), as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1(ii) to a relevant person pursuant to Section 275(1) of the Securities Act (OntarioSFA, or any person pursuant to Section 275(1A), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption fromthe conditions, specified in Section 275 of the SFA or in a transaction not subject (iii) otherwise pursuant to, and in accordance with the prospectus requirements conditions of, any other applicable provision of applicable securities lawsthe SFA.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) . Each Underwriter represents and agrees that the Time of Sale Prospectus and Prospectus are for distribution only being distributed to, and are only directed only at, (1) persons outside in the United Kingdom, Kingdom who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (2as defined below) persons with professional experience in matters relating to investments that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)) or (ii) high net worth entities, (3) and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons Order. In relation to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 each Member State of the Financial Services and Markets Xxx 0000 European Economic Area which has implemented the Prospectus Directive (each, a “FSMARelevant Member State”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated. (iii) Each , each Underwriter represents and agrees that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Securities to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State: (1i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (iv) Each Underwriter represents and agrees that: (1) the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available at any time to any retail investor in the European Economic Area (“EEA”) or the United Kingdom (“UK”); and (2) no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes of this Section 2(c)(iv), a retail investor means a person who legal entity which is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation the Prospectus Directive; (EUii) No. 2017/1129 at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as amendeddefined below), 150 legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the underwriters; (iii) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities referred to above shall require the Company, the “Guarantor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation”)Directive or supplement to a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this Section 2(c)(iv)provision, the expression “offeroffer of Securities to the public” includes in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for to the Securities. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal the same may be varied in that are “accredited investors”, as defined Relevant Member State by any measure implementing the Prospectus Directive in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject tothat Relevant Member State, the prospectus requirements of applicable securities lawsexpression “Prospectus Directive” means Directive 2003/71/EC (and the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to Mills understands and acknowledges that sales of large blocks of Cybex xxxmon stock could negatively impact the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue trading price of the European Union Cyber common stock- Accordingly, Mills hereby agrees that for a period of seven months after the date xx xxe effective f date of the Registration Statement (Withdrawalthe "RESTRICTED SALE PERIOD") Act 2018 he will not, within any 30 day [ period, offer to sell, contract to sell. hypothecate, negotiate, pledge, assign, encumber, loan, pledge, grant any rights with respect to or have been implemented in United Kingdom domestic lawotherwise dispose of, as appropriate. directly or indirectly (collectively, a "DISPOSITION"), a number of Cyber Shares or securities convertible into or exchangeable or exercisable for any Cyber Shares now owned or hereafter acquired by Mills which exceeds 10,715 shares, other than a Disposition (i) Each Underwriter agrees that it will not offer, sell or deliver any of to anx xxxees who receive such Cyber Shares as a bona fide gift and who are bound by the Securities, directly or indirectlyterms herein, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) Each Underwriter represents with the prior written consent of Cyber. Mills acknowledges and agrees that the Time of Sale Prospectus and Prospectus are for distribution only tot1te foregoing restriction also exxxxxxly precludes Mills from engaging in any hedging, and directed only at, (1) persons outside the United Kingdom, (2) persons with professional experience short sales or other transaction xxxxx is designed to or reasonably expected to lead to or result in matters relating to investments falling within Article 19(5) a Disposition of the Financial Services and Markets Xxx 0000 Cyber Shares during the Restricted Sale Period, even if such shares would be disposed of by someone other than Mills. Such prohibited hedging or other transactions would include, wxxxxxt limitation, any short sale (Financial Promotionwhether or not against the box) Order 2005 (as amendedor any purchase, the “Financial Promotion Order”)sale, (3) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) in connection with the issue or sale show of any Securities may otherwise lawfully be communicated shares or caused to be communicated. grant of any right (iiiincluding, without limitation, any put or call option) Each Underwriter represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from any Cyber common stock or otherwise involving the United Kingdom. (iv) Each Underwriter represents and agrees that: (1) the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available with respect to any retail investor in security (other t1tan a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the European Economic Area (“EEA”) Cyber common stock. Mills agrees to submit each certificate for the Cyber Shares to Cyber xxx imprinting of the following legends thereon: "The sale, transfer, hypothecation, negotiation, pledge, assignment, encumbrance or the United Kingdom (“UK”); and (2) no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes other disposition of this Section 2(c)(iv), a retail investor means a person who is one (or more) share certificate and the shareholdings represented hereby are subject to all of the following: (i) terms, conditions and provisions of a retail client Release dated as defined in point (11) of Article 4(1) October 28, 1999, by and among Ronald W. Mi1ist Jr. and Cyber-Care, Inc.. a copy of Directive 2014/65/EU (as amendedwhicx xxx xx obtained from the Secretary of Cyber-Care, “MiFID II”)Inc." In furtherance of the foregoing, (ii) Cyber and its transfer agent and registrar are hereby authorized to decline to make any transfer of the Cyber Shares if such transfer would constitute a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, violation or (iii) a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). For the purposes breach of this Section 2(c)(iv), the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the SecuritiesRelease. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are “accredited investors”, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) Each Underwriter represents and agrees that the Time of Sale Prospectus and Prospectus are for distribution only to, and directed only at, qualified investors who (1) persons outside the United Kingdom, (2) persons with have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), ) (3investment professionals) or (2) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicatedOrder. (iii) Each Underwriter represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (iv) Each Underwriter represents and agrees that: (1) any offer of Securities in any Relevant Member State (as defined below) will be made pursuant to an exemption under the Securities are not intended Prospectus Directive, as implemented in that Relevant Member State, from the requirement to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in publish a prospectus for offers of the European Economic Area (“EEA”) or the United Kingdom (“UK”); andSecurities; (2) any person making or intending to make an offer in that Relevant Member State of the Securities may only do so in circumstances in which no key information document required by Regulation obligation arises for the Company or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to the offering of the Securities; (EU3) No 1286/2014 (as amendedno Underwriter has authorized, or will authorize, the “PRIIPs Regulation”) making of any offering of Securities in circumstances in which an obligation arises for offering or selling the Securities or otherwise making them available to retail investors in the EEA Company or the UK Underwriters to publish or supplement a prospectus for such offer; (4) in relation to each Relevant Member State, each Underwriter represents to and agrees with us to this effect, no Securities have been offered or will be offered to the public in that Relevant Member State prior to the publication of a prospectus in relation to such Securities which has been prepared approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and therefore offering or selling notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that offers of Securities or otherwise making them available may be made to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they are implemented in that Relevant Member State : (I) to any retail investor legal entity which is a qualified investor, (II) to fewer than 150 natural or legal persons (other than qualified investors), in the EEA or the UK may be unlawful such jurisdiction as permitted under the PRIIPs Regulation. For purposes Prospectus Directive, subject to obtaining the prior consent of this Section 2(c)(iv)the Underwriters, a retail investor means a person who is one or (or moreIII) in any other circumstances falling within Article 3(2) of the following: (i) a retail client as defined in point (11) Prospectus Directive, provided that no such offer of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within Securities referred to above shall require the meaning of Directive EU 2016/97 (as amendedCompany, the “Insurance Distribution Guarantor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement to a prospectus pursuant to Article 16 of the Prospectus Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) under any measure implementing the Prospectus Directive in a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). For the purposes of this Section 2(c)(iv), the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the SecuritiesRelevant Member State. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are “accredited investors”, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. For the purposes of this Section 2(c)(iv), the expression “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. For the purposes of this Section 2(c), (i) the expression “Prospectus Directive” means Directive 2003/71/EC (and the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State, (ii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU, (iii) the expression “Relevant Member State” means a Member State of the European Economic Area which has implemented the Prospectus Directive, and (iv) the expression “qualified investor” means persons in the Relevant Member State who are “qualified investors” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) . Each Underwriter represents and agrees that the Time of Sale Prospectus and Prospectus are for distribution only to, and directed only at, (1) persons outside the United Kingdom, (2) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (3) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated. (iii) Each Underwriter represents and agrees that: (1i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an any invitation or inducement to engage in investment activity (within the meaning of Section section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the any Securities in circumstances in which Section section 21(1) of the FSMA does not apply to any Company or the Company; and Guarantor, and (2ii) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (iv) Each Underwriter represents and agrees that: (1) the Securities are not intended . In relation to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “EEARelevant Member State”) or each Underwriter represents and agrees, and each Underwriter further appointed will be required to represent and agree, that with effect from and including the United Kingdom date on which the Prospectus Directive was implemented in that Relevant Member State (the “UKRelevant Implementation Date”), it has not made and will not make an offer to the public of any Securities in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer to the public in that Relevant Member State of any Securities at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last fiscal year; and (2) no key information document required by Regulation a total balance sheet of more than €43,000,000 and (EU3) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes an annual net turnover of this Section 2(c)(iv), a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). For the purposes of this Section 2(c)(iv), the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasingmore than €50,000,000, as principal that are “accredited investors”, as defined shown in National Instrument 45-106 Prospectus Exemptions its last annual or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.consolidated accounts; or

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) . Each Underwriter represents and agrees that the Time of Sale Prospectus and Prospectus are for distribution only to, and directed only at, (1) persons outside the United Kingdom, (2) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (3) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated. (iii) Each Underwriter represents and agrees that: (1i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an any invitation or inducement to engage in investment activity (within the meaning of Section section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or sale of the any Securities in circumstances in which Section section 21(1) of the FSMA does not apply to any Company or the Company; and Guarantor, and (2ii) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) each Underwriter represents and agrees that it has not made and will not make an offer to the public of any Securities in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may make an offer to the public in that Relevant Member State of any Securities at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last fiscal year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (iii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representatives for any such offer; or (iv) Each Underwriter represents and agrees that: (1) the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to in any retail investor in the European Economic Area (“EEA”) or the United Kingdom (“UK”); and (2) no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes of this Section 2(c)(iv), a retail investor means a person who is one (or moreother circumstances falling within Article 3(2) of the following: (i) Prospectus Directive, provided that no such offer of Securities shall result in a retail client as defined in point (11) requirement for the publication by the Company, any Guarantor or any of the Underwriters of a prospectus pursuant to Article 4(1) 3 of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Prospectus Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). For the purposes of this Section 2(c)(iv)provision, the expression an “offeroffer to the public” includes in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the any Securities to be offered so as to enable an investor to decide to purchase or subscribe for the any Securities. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal the same may be varied in that are Member State by any measure implementing the Prospectus Directive in that Member State and the expression “accredited investors”, as defined Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities lawseach Relevant Member State.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offerExcept as otherwise set forth herein, sell or deliver any the Merger Shares, the options to acquire shares of ACTV Common Stock issuable in exchange for the Outstanding Options, and the shares of ACTV Common Stock issuable upon the exercise of the Securities, directly or indirectlyoptions to acquire shares of ACTV Common Stock have not been registered under the Securities Act of 1933 (the "Securities Act"), or distribute the Time securities laws of Sale Prospectus any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until (A) a registration statement with respect to such securities is declared effective under the Prospectus Securities Act, or any other offering material relating (B) such shares are saleable under Rule 144 promulgated under the Securities Act or (C) ACTV receives an opinion of counsel for ACTV that an exemption from the registration requirements of the Securities Act is available. Notwithstanding the forgoing, if permissible under all applicable law, no registration statement or opinion of counsel shall be necessary for a transfer by a Holder (as defined below) which is (W) a partnership to its partners or former partners in accordance with partnership interests, (X) a corporation to its shareholders in accordance with their interest in the corporation or to its subsidiaries in accordance with its percentage interest in such subsidiaries, (Y) a limited liability company to its members or former members in accordance with their interest in the limited liability company, or (Z) to the SecuritiesHolder's family member or trust for the benefit of an individual Holder (each, a "Permitted Transfer"); provided that in or from any jurisdiction except under circumstances that will, each case the transferee will be subject to the best knowledge and belief terms of such Underwriter after reasonable investigation, result in compliance with this Agreement to the applicable laws and regulations thereof and which will not impose any obligations on the Company except same extent as set forth in this Underwriting Agreementif he were an original Holder hereunder. (ii) Each Underwriter represents In addition, except in the case of Permitted Transfers, the Intellocity Stockholders (as defined below) and agrees that the Time holders of Sale Prospectus and Prospectus are for distribution only toOutstanding Options (collectively, and directed only atthe "Holders") shall also be subject to the following restrictions on resale: (A) The Holders shall be permitted to sell, on a pro rata basis, one million seven hundred eighty eight thousand nine hundred fifty six (11,788,956) persons outside the United Kingdom, (2) persons with professional experience in matters relating to investments falling within Article 19(5) shares of the Financial Services and Markets Xxx 0000 ACTV Common Stock issued or issuable upon the Closing (Financial Promotion) Order 2005 (as amendedwhich number includes the shares of ACTV Common Stock issuable upon the exercise of the vested options, but not the “Financial Promotion Order”)unvested options, (3) persons falling within Article 49(2)(a) to (dacquire shares of ACTV Common Stock) (“high net worth companies, unincorporated associations etc.”the "Initial ACTV Common Stock") of at any time after the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicatedClosing. (iiiB) Each Underwriter represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 The remaining balance of the FSMA) received by it in connection with shares of ACTV Common Stock issued or issuable upon the issue or sale Closing (which number includes the shares of ACTV Common Stock issuable upon the exercise of the Securities in circumstances in which Section 21(1vested, but not the unvested, options to acquire shares of ACTV Common Stock) of (the FSMA does not apply to "Remaining ACTV Common Stock") shall become saleable by the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (iv) Each Underwriter represents and agrees thatHolders: (1) the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or the United Kingdom (“UK”); and (2) no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes of this Section 2(c)(iv), a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as amended, the “Prospectus Regulation”). For the purposes of this Section 2(c)(iv), the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are “accredited investors”, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) Each Underwriter represents and agrees that the Time of Sale Prospectus and Prospectus are for distribution only to, and directed only at, to persons who (1) persons outside the United Kingdom, (2) persons with have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (32) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and Order, (3) are outside the United Kingdom, or (4) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated. (iii) Each Underwriter represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (iv) Each Underwriter represents and agrees that: (1) the any offer of Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to in any retail investor in Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “EEARelevant Member State”) or will be made pursuant to an exemption under the United Kingdom (“UK”); andProspectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities; (2) any person making or intending to make an offer in that Relevant Member State of the Securities may only do so in circumstances in which no key information document required by Regulation obligation arises for the Company or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to the offering of the Securities; (EU3) No 1286/2014 (as amendedno Underwriter has authorized, or will authorize, the making of any offering of Securities (A) in circumstances in which an obligation arises for the Company or the Underwriters to publish or supplement a prospectus for such offer or (B) through any financial intermediary, other than offers made by the Underwriters, which constitute the final placement of the Securities; (4) in relation to each Relevant Member State, each Underwriter represents and agrees that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “PRIIPs RegulationRelevant Implementation Date”) for offering or selling it has not made and will not make an offer of Securities to the Securities or otherwise making them available to retail investors public in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available that Relevant Member State, other than: (I) to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes of this Section 2(c)(iv), a retail investor means a person who legal entity which is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation the Prospectus Directive, (EUII) No. 2017/1129 to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as amendeddefined below), 150 legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Underwriters, or (III) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities referred to above shall require the Company, the “Guarantor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation”)Directive or supplement to a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this Section 2(c)(iv), the expression “offeroffer of Securities to the public” includes in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for to the Securities. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal the same may be varied in that are “accredited investors”, as defined Relevant Member State by any measure implementing the Prospectus Directive in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) that Relevant Member State. For the purposes of the Securities Act (Ontariothis Section 2(c), the expression “Prospectus Directive” means Directive 2003/71/EC (and are the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State, and the expression “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws2010 PD Amending Directive” means Directive 2010/73/EU.

Restrictions on Resale. References in this Section 2(c) to Regulations or Directives include, in relation to the United Kingdom, those Regulations or Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in United Kingdom domestic law, as appropriate. (i) Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Time of Sale Prospectus or the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best knowledge and belief of such Underwriter after reasonable investigation, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as set forth in this Underwriting Agreement. (ii) Each Underwriter represents and agrees that the Time of Sale Prospectus and Prospectus are for distribution only to, and directed only at, (1) persons outside the United Kingdom, (2) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (3) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order and (4) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated. (iii) Each Underwriter represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (iv) Each Underwriter represents and agrees that: (1) the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or the United Kingdom (“UK”); and (2) no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. For purposes of this Section 2(c)(iv), a retail investor means a person who is one (or more) of the followingmore of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive EU 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) a person who is not a qualified investor as defined in Regulation (EU) No. 2017/1129 Directive 2003/71/EC (as amended, the “Prospectus RegulationDirective”). For the purposes of this Section 2(c)(iv), the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. (v) Each Underwriter represents and agrees that the Securities will be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are “accredited investors”, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and any resale of the Securities will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.