Common use of The Meeting Clause in Contracts

The Meeting. The Company shall: (a) duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with the Amendment Interim Order, the Company’s Constating Documents and applicable Law, including the policies of the CSE, and use commercially reasonable efforts to schedule the Meeting as promptly as practicable and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (i) in the case of an adjournment, as required for quorum purposes (in which case the Meeting shall be adjourned and not cancelled); or (ii) as otherwise permitted under this Agreement. (b) use commercially reasonable efforts to solicit proxies in favour of the approval of the Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement and the completion of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, and at the Purchaser’s sole expense, using the services of dealers and proxy solicitation services, consulting with the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit the Purchaser to assist and participate in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions; (c) provide the Purchaser with copies of documents, or access to information regarding, the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Company, as reasonably requested in writing from time to time by the Purchaser; (d) consult with the Purchaser in fixing the record date for the Meeting and the date of the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s representatives and legal counsel to attend the Meeting; (e) promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Resolution; (f) promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Amended Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person; (g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Amendment Time with respect to any claims regarding the Amended Arrangement or Dissent Rights without the prior written consent of the Purchaser; (h) not change the record date for the Company Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting, unless required by Law or with the Purchaser’s consent; and (i) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons on the registers of the Company having rights issued by the Company to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUs), and (iii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares.

The Meeting. The (1) Except as may otherwise be approved in writing by the Purchaser, the Company shallwill: (a) duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with the Amendment Interim Order, the Company’s Constating Documents and applicable LawDocuments, including the policies of the CSEas applicable, and use commercially reasonable efforts Law on or before September 30, 2020, provided that the Purchaser and Bridgeway have complied with their obligations pursuant to schedule Section 2.4(4), for the Meeting purpose of considering the Arrangement Resolution and for any other proper purpose as promptly as practicable may be set out in the Company Circular and agreed to by the Purchaser; and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (i) in the case of an adjournment, except as required for quorum purposes (in which case the Meeting shall be adjourned and not cancelled); or (ii) as otherwise or permitted under this Agreement.Section 4.7(3) or Section 5.4(5); (b) subject to the terms of this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, and at the Purchaser’s sole expense, using the services of dealers dealer and proxy solicitation services, consulting with services firms engaged by the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit the Purchaser to assist and participate in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actionsCompany; (c) provide the Purchaser with copies of documents, or access to information regarding, regarding the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Companyfirm, as may be reasonably requested in writing from time to time by the Purchaser; (d) consult with the Purchaser in fixing the record date for of the Meeting and the record date of the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s representatives and legal counsel to attend the Meeting; (e) promptly advise provide the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last ten 5 Business Days prior to the date of the Meeting, as to Meeting with the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution; (f) promptly advise the Purchaser of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Amended Arrangement, written notice of dissent, Arrangement and/or purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent Rights by Shareholders. The Company will not settle or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person; (g) not make any payment or settlement offercompromise, or agree to settle or compromise, any payment or settlement prior to the Amendment Time with respect to any such claims regarding the Amended Arrangement or Dissent Rights without the prior written consent of the Purchaser; (hg) not change the record date for the Company Shareholders Affected Securityholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting, Meeting unless required by Law or with the Purchaser’s consent; andLaw; (ih) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Common Shares, (ii) the names, addresses and holdings of all Persons on the registers of the Company having rights issued by the Company to acquire Company Common Shares (including holders of Company Options, Company Compensation Options and Company RSUsOptionholders), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Company Common Shares, together with their addresses and respective holdings of Common Shares. The Company Shares.will from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution;

The Meeting. (1) The Company Fund shall: (a) duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with the Amendment Interim OrderLimited Partnership Agreement and Law on or before October 19, the Company’s Constating Documents and applicable Law2021, including the policies of the CSE, and use commercially reasonable efforts to schedule the Meeting as promptly as practicable and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (iexcept as required or permitted under Section 4.8(3) in the case of an adjournmentor Section 5.4(4), or as required for quorum purposes (in which case case, the Meeting shall be adjourned and not cancelled); or (ii) or as otherwise permitted under this Agreement.required by applicable Law or by a Governmental Entity; (b) use commercially reasonable efforts not consider any business at the Meeting other than the Transaction Resolution and any related approvals unless agreed to in writing with the Purchaser, acting reasonably; (c) subject to the terms of this Agreement, solicit proxies in favour of the approval of the Transaction Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement Transaction Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, Purchaser and at the expense of the Purchaser’s sole expense, using the services of dealers and proxy solicitation services, consulting services firms and cooperating with the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit Persons engaged by the Purchaser to assist and participate solicit proxies in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii) provide favour of the Purchaser with all information distributions or updates from approval of the proxy solicitation agent, (iii) consult withTransaction Resolution, and consider any suggestions fromtake all other actions that are reasonably necessary or desirable to seek the approval of the Transaction Resolution by the Unitholders, provided that the Purchaser with regards Fund shall not be required to continue to solicit proxies in favour of the proxy solicitation agent, and (iv) consult with approval of the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actionsTransaction Resolution if there has been a Change in Recommendation; (cd) provide the Purchaser with copies of documents, or access to information regarding, regarding the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Companyfirm, as reasonably requested in writing from time to time by the Purchaser; (de) consult with the Purchaser in fixing not change the record date for the Unitholders entitled to vote at the Meeting and the date in connection with any adjournment or postponement of the Meeting, Meeting unless required by Law or as otherwise contemplated under the terms of this Agreement; (f) give notice to the Purchaser of the Meeting and allow the Purchaser’s representatives Representatives and legal counsel to attend the Meeting; (eg) promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last ten 10 Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Company Fund in respect of the Transaction Resolution; (fh) promptly advise the Purchaser of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Amended Arrangement, written notice of dissent, purported exercise Transaction. The Fund shall not settle or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person; (g) not make any payment or settlement offer, compromise or agree to settle or compromise any payment or settlement prior to the Amendment Time with respect to any such claims regarding the Amended Arrangement or Dissent Rights without the prior written consent of the Purchaser; (h) not change the record date for the Company Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting, unless required by Law or with the Purchaser’s consent; and (i) at the reasonable written request of the Purchaser from time to time, promptly provide the Purchaser with a list (in both written and electronic form) of of: (i) the registered Company ShareholdersUnitholders, together with their addresses and respective holdings of Company Shares, Units; (ii) the names, names and addresses (to the extent in the Fund’s possession or otherwise reasonably obtainable by the Fund) and holdings of all Persons on the registers of the Company having rights issued by the Company Fund to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUs), Units; and (iii) participants and in book-based nominee registrants such as CDS & Co., systems and non-objecting beneficial owners of Company SharesUnits, together with their addresses and respective holdings of Company SharesUnits. The Fund shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Unitholders and lists of holdings, and provide such other assistance as the Purchaser may reasonably request.

The Meeting. The Company shallSubject to the terms and conditions of this Agreement and receipt of the Interim Order: (a1) duly take all lawful action to call, give notice of, Company shall convene and conduct the Meeting in accordance with the Amendment Interim Order, the Company’s Constating Documents Documents, and applicable Law, including Laws as soon as reasonably practicable (provided that the policies of the CSE, and Company shall use its commercially reasonable efforts to schedule convene the Meeting on or before April 1, 2021 and in any event no later than April 15, 2021), for the purpose of considering the Arrangement Resolution. Except as promptly required by applicable Law, or with the prior written consent of Purchaser, no other matter of business shall be considered at the Meeting; provided that, if Company is required by applicable Law to transact any other item of business at the Meeting, Company shall cause the Arrangement Resolution to be considered and voted upon before any other item of business to be transacted at the Meeting. (2) Company shall, in consultation with Purchaser, fix (a) a record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order, the Constating Documents, and applicable Laws, and (b) the date for the Meeting. (3) Except as practicable required for quorum purposes or otherwise permitted or required under Section 7.1 or Section 7.2(10), this Agreement and the Interim Order, Company shall not adjourn, postpone or cancel (or propose propose, publicly announce or permit the adjournment, postponement or cancellation of) the Meeting Meeting, without the prior written consent of the Purchaser, except: (i) in the case of an adjournment, as required for quorum purposes (in which case the Meeting shall be adjourned and not cancelled); or (ii) as otherwise permitted under this Agreement. (b4) use commercially reasonable efforts Company shall give notice to Purchaser of the Meeting and allow Representatives of Purchaser to attend the Meeting. (5) Company shall (a) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, includingincluding retaining the services of soliciting dealers or proxy solicitation services, at the Company’s discretion or if so requested by the acceptable to Purchaser, acting reasonably, if requested to do so in writing by Purchaser and at the Purchaser’s sole expense, using and shall allow Purchaser to assist Company in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the services approval of dealers and proxy solicitation services, consulting with the Purchaser in Arrangement by the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agentCompany Shareholders, and (ib) permit subject to Section 7.2, recommend to Company Shareholders that they vote in favour of the Arrangement Resolution and the completion of any other transaction contemplated by this Agreement. Purchaser to shall assist and participate Company in all meetings any solicitation contemplated in this Section 2.3(5); provided, however, that Company shall have no such obligations in the case of (whether conducted telephonically or otherwisea) with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (ivb) consult with the where there has been a material breach by Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions;of this Agreement that has not been cured. (c6) Company shall provide the Purchaser with copies of documentsof, or access to to, all information regarding, regarding the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by in the Companypossession or control of Company or available to Company upon request, as may be reasonably requested in writing from time to time by the Purchaser;. (d7) consult with the Company shall promptly advise Purchaser of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in fixing the record date for the Meeting and the date of the Meeting, give notice opposition to the Contemplated Transactions or the Arrangement Resolution and, without limiting the foregoing, of any notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Company and, subject to applicable Laws, any written communications sent by or on behalf of Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution (and Company shall provide Purchaser of the Meeting with an opportunity to review and allow the Purchaser’s representatives and legal counsel to attend the Meeting;comment on any such written communications). (e8) Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless Purchaser shall have given its prior written consent to such payment, settlement offer or settlement, as applicable. (9) promptly Company will advise the Purchaser, at such times Purchaser as the Purchaser may reasonably request in writing request, and at least on a daily basis on each of the last ten Business Days business days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Resolution;Arrangement Resolution as well as any other information relevant to the voting at or conduct of the Meeting received by Company. (f10) promptly advise the Purchaser of any communication (written or oral) from any Person in opposition Company agrees not to the Amended Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person; (g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Amendment Time with respect to any claims regarding the Amended Arrangement or Dissent Rights without the prior written consent of the Purchaser; (h) not change the record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting in connection with any adjournment or postponement of the Meeting, Meeting unless required by Law and, in such event, any new or with the amended record date must be acceptable to Purchaser’s consent; and, acting reasonably. (i11) at At the reasonable written request of the Purchaser from time to time, Company shall provide the Purchaser with a list (in both written and electronic form) of of: (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, and any geographical reports prepared by the Company’s transfer agent, or otherwise in possession of the Company; (ii) the names, addresses and holdings of all Persons on the registers of the Company having rights issued by the Company or its Subsidiaries to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUsthe Convertible Securities), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares. Company shall from time to time require that its registrar and transfer agent as well as any information or solicitation agent furnish Purchaser with such additional information, including updated or additional lists of Company Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Company Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.

The Meeting. The Company Corporation shall: : (a1) duly take all lawful action to callpromptly following execution of this Agreement, give notice ofcancel the Shareholder meeting currently scheduled for August 13, 2021 and the Corporation shall convene and conduct the Meeting in accordance with the Amendment Interim Order, the CompanyCorporation’s Constating Documents and applicable LawLaw as soon as reasonably possible, including but in any event on or before the policies date which is forty-five (45) days following the date of this Agreement, for the CSEpurpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, and use commercially reasonable efforts to schedule the Meeting as promptly as practicable and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: : (ia) in the case of an adjournment, as required for quorum purposes (in which case the Meeting shall be adjourned and not cancelled)purposes; or (ii) as otherwise permitted under this Agreement. or (b) as required or permitted under Section 4.7(3) or Section 5.4(5). (2) as requested by the Purchaser, adjourn or postpone the Meeting for the purposes of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution, provided that the Corporation shall not be required to adjourn or postpone the Meeting for more than five (5) Business Days pursuant to this Section 2.3(2) for each adjournment or postponement (it being understood that the Purchaser may request to adjourn or postpone the Meeting not more than twice); (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person Shareholder that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the CompanyCorporation’s discretion option or if so requested by the Purchaser, acting reasonably, and at the Purchaser’s sole expense, using the services of dealers dealer and proxy solicitation services, consulting services firms and cooperating with the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit Persons engaged by the Purchaser to assist and participate solicit proxies in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions; (c) provide the Purchaser with copies of documents, or access to information regarding, the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Company, as reasonably requested in writing from time to time by the Purchaser; (d) consult with the Purchaser in fixing the record date for the Meeting and the date favour of the Meeting, give notice to the Purchaser approval of the Meeting and allow the Purchaser’s representatives and legal counsel to attend the Meeting; (e) promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution; (f) promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Amended Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person; (g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Amendment Time with respect to any claims regarding the Amended Arrangement or Dissent Rights without the prior written consent of the Purchaser; (h) not change the record date for the Company Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting, unless required by Law or with the Purchaser’s consent; and (i) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons on the registers of the Company having rights issued by the Company to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUs), and (iii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares.

The Meeting. The Company shall: (a) duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with the Amendment Interim Order, the Company’s Company Constating Documents and applicable Law, including the policies of the CSE, and use commercially reasonable efforts to schedule the Meeting Law as promptly soon as reasonably practicable and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: : (i) in the case of an adjournment, except as required for quorum purposes (in which case case, the Meeting shall be adjourned and not cancelledcancelled and reconvened as soon as reasonably practicable); or (ii) except as otherwise permitted under required by such Law or Governmental Authority for no more than the minimum period required by Law or by the Governmental Authority; or (iii) except for postponements or adjournments for not more than ten (10) Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution (it being understood that the Company may not postpone or adjourn the Meeting more than two times pursuant to clauses (ii) or (iii) of this Agreement.paragraph without the Purchaser’s prior written consent); (b) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, Agreement including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, and at the expense of the Purchaser’s sole expense, using engaging the services of dealers and a proxy solicitation services, consulting services firm to solicit proxies in favour of the approval of the Arrangement Resolution and cooperating with the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit other Person engaged by the Purchaser to assist and participate solicit proxies in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii) provide favour of the Purchaser with all information distributions or updates from approval of the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actionsArrangement Resolution; (c) not without the prior written consent of the Purchaser, waive the deadline for submission of proxies by the Company Shareholders for Meeting; (d) provide the Purchaser with copies of documents, or access to information regarding, regarding the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Companyfirm, as reasonably requested in writing from time to time by the Purchaser; (de) consult with the Purchaser in fixing the and publishing a record date for purpose of determining Company Shareholders entitled to receive notice of and vote at the Meeting and Meeting; (f) consult with the Purchaser in fixing the date of the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s representatives Representatives and legal counsel Purchaser’s Counsel to attend the Meeting; (eg) permit the Purchaser to, directly or through a soliciting dealer, actively solicit proxies in favour of the Arrangement on behalf of management of the Company and disclose in the Circular that the Purchaser may make such solicitation; (h) promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, and promptly following receipt of proxy tallies over the last two (2) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution; (fi) not propose or submit for consideration at the Meeting any business other than the Arrangement without the Purchaser’s written consent (other than annual general meeting matters which are in form and substance satisfactory to the Purchaser, acting reasonably); (j) promptly advise the Purchaser of any material communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Amended Arrangement, written Arrangement including a notice of dissent, dissent or purported exercise or by any Company Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights, Rights received by the Company and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and to participate in any discussions, negotiations or proceedings involving any with or including such Person; (g) Persons. The Company shall not make any payment or settlement offer, or agree to any payment or settlement such settlement, prior to the Amendment Effective Time with respect to any claims regarding the Amended Arrangement such notice of dissent or purported exercise of Dissent Rights without unless the Purchaser shall have given its prior written consent of the Purchaserto such payment, settlement offer or settlement, as applicable; (hk) not change the record date for the Company Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting, Meeting unless required by Law or with as otherwise contemplated under the Purchaser’s consentterms of this Agreement or the Interim Order; and (il) unless this Agreement is validly terminated, the Company shall continue to take all reasonable steps necessary to hold the Meeting and to cause the Arrangement to be voted on at the reasonable written request of Meeting and not to propose to adjourn, postpone or cancel the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons on the registers of the Company having rights issued Meeting other than as contemplated by the Company to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUsSection 2.3(a), and (iii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares.

The Meeting. The 1. Subject to the terms of this Agreement, the Company shallcovenants that it will: (a) duly take all lawful action to call, give notice of, a. convene and conduct the Meeting in accordance with the Amendment Interim Order, the Company’s Constating Organizational Documents and applicable Law, including the policies of the CSETSX and the Nasdaq, as promptly as reasonably practicable after the date hereof (and use commercially reasonable efforts in any event not later than June 22, 2023) and, in this regard, the Company may abridge, any time periods that may be abridged under Securities Laws for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to schedule by the Purchaser, acting reasonably; set the record date for the Company Shareholders entitled to vote at the Meeting as promptly as reasonably practicable after the date hereof in accordance with the Interim Order, the Company’s Organizational Documents and applicable Laws; and, subject to Section 4.12(3) not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (i) in the case of an adjournment, Purchaser except as required for quorum purposes (in which case the Meeting shall will be adjourned and not cancelled); or) or by Law; (ii) as otherwise permitted under this Agreement. (b) b. use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement Resolution and the completion of any of the transactions contemplated by this Agreementherein, including, at if desirable to the Company’s discretion , using proxy solicitation services firms selected by the Company and acceptable to the Purchaser, or if so requested by the PurchaserPurchaser (and if so requested, the Purchaser shall pay up to $200,000 of the reasonable fees and out-of-pocket expenses of the proxy solicitation services firm), acting reasonably, and at the Purchaser’s sole expense, using the services of dealers and proxy solicitation services, consulting with services firms selected by the Purchaser and approved by the Company, acting reasonably, to solicit proxies in favour of the selection and retainer approval of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect Arrangement Resolution; c. to any such agent, and (i) permit the Purchaser to assist and participate in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprisedin regard to, with respect to such proxy solicitation and other actions; (c) to provide the Purchaser with copies of documents, or access to information regarding, regarding the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained engaged by the Company, as reasonably requested in writing from time to time by the Purchaser, acting reasonably; (d) d. consult with the Purchaser in fixing the record date for of the Meeting and the record date of the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s representatives and legal counsel to attend the Meeting; (e) promptly e. advise the Purchaser, at such times as the Purchaser may reasonably request in writing request, and at least on a once daily basis on each of for the last ten (10) Business Days prior to the date of immediately preceding the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution; f. give notice to the Purchaser of the Meeting and allow representatives of the Purchaser and legal counsel to attend the Meeting; g. reasonably promptly, and in any event within one (f1) promptly Business Day, advise the Purchaser of any communication (written or oral) from any Person in opposition to the Amended Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent RightsRights by the Company Shareholders, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations shall not settle or proceedings involving any such Person; (g) not make any payment or settlement offer, compromise or agree to settle or compromise any payment or settlement prior to the Amendment Time with respect to any such claims regarding the Amended Arrangement or for Dissent Rights without the prior written consent of the Purchaser;; and (h) h. not change the record date for the Company Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting, Meeting unless required by Law or the terms of the Interim Order (as amended or varied) or with the Purchaser’s consent; and (i) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons on the registers of the Company having rights issued by the Company to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUs), and (iii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares.

The Meeting. The Company Subject to the terms of this Agreement and the receipt of the Interim Order, the Corporation shall: (a1) duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with the Amendment Interim Order, the CompanyCorporation’s Constating Documents and applicable LawLaw as soon as reasonably practicable after the date hereof, including the policies of the CSE, and use using commercially reasonable efforts to schedule convene and conduct the Meeting by no later than December 18, 2023 but in any event on or before December 31, 2023 (it being acknowledged that it will not be a breach of this Section 2.3 if the Meeting date shall be delayed solely as promptly a result of the unavailability of the Court to grant the Interim Order approving a Meeting date prior to such deadline and subject to the Purchaser Parties having complied with their obligations pursuant to Section 2.4(3) and Section 2.4(4)) for the purpose of considering the Arrangement Resolution and for any other proper purpose as practicable may be set out in the Circular and agreed to by the Purchaser Parties, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the PurchaserPurchaser Parties, except: (ia) in the case of an adjournment, as required for quorum purposes (in which case case, the Meeting shall be adjourned and not cancelledcancelled to a date mutually agreed with the Purchaser Parties); (b) as required by applicable Law or by a Governmental Entity; (c) as otherwise expressly required or permitted under this Agreement; or (iid) as otherwise permitted under this Agreementfor adjournments or postponements for not more than six (6) Business Days in the aggregate solely for the purposes of attempting to solicit proxies to obtain the Required Shareholder Approval. (b2) use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the PurchaserPurchaser Parties, acting reasonably, and at the Purchaser’s sole expense, using the services of dealers dealer and proxy solicitation services, consulting services firms and cooperating with any Persons engaged by the Purchaser Parties to solicit proxies in favour of the selection and retainer approval of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and Arrangement Resolution; (i) permit the Purchaser to assist and participate in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii3) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions; (c) provide the Purchaser Parties with copies of documents, or access to information regarding, regarding the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Companyfirm, as reasonably requested in writing from time to time by the PurchaserPurchaser Parties; (d4) permit the Purchaser Parties to, at their expense, on behalf of the management of the Corporation, directly or through a dealer or proxy solicitation services firm, actively solicit proxies in favour of the Arrangement on behalf of management of the Corporation in compliance with Laws and disclose in the Circular that the Purchaser Parties may make such solicitations; (5) consult with the Purchaser Parties in fixing the and publishing a record date for the purposes of determining the Shareholders entitled to notice of and to vote at the Meeting and fixing the date of the Meeting, give notice to the Purchaser Parties of the Meeting and allow the Purchaser’s representatives and Representatives of the Purchaser Parties (including its outside legal counsel counsel) to attend the MeetingMeeting (including by virtual means); (e6) promptly advise the PurchaserPurchaser Parties, at such times as the Purchaser Parties may reasonably request in writing and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies and voting instruction forms (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by the Company Corporation from the Shareholders in respect of the Arrangement Resolution; (f7) promptly advise the Purchaser Parties of any communication (written or oral) from or claims brought by (or threatened in writing to be brought by) any Person in opposition to the Amended Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, ; and cooperate and provide the Purchaser Parties with a reasonable (i) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of the Company Corporation to any Shareholder exercising or purporting to exercise Dissent Rights, (ii) a copy of any such Person written communication, and to participate in (iii) prior notice of any proposed discussions, negotiations or proceedings involving with or including any such PersonPersons and, subject to the consent of the Corporation (such consent not to be unreasonably withheld), the opportunity to participate in any such discussions, negotiations or proceedings; (g) 8) not waive any failure by any Shareholder to timely deliver a notice of exercise of Dissent Rights, not settle, compromise or make any payment or settlement offerwith respect to, or agree to settle, compromise or make any payment or settlement prior to the Amendment Time with respect to to, any claims regarding the Amended Arrangement exercise or purported exercise of Dissent Rights Rights, in each case, without the prior written consent of the PurchaserPurchaser Parties which may be granted or withheld in Purchaser Parties’ sole and absolute discretion; (h9) not change the record date for the Company Shareholders entitled to vote at the Meeting Meeting, including in connection with any adjournment or postponement of the Meeting, unless required by Law or with the Purchaser’s consent; andCourt, or the Purchaser Parties’ written consent is provided; (i10) ensure that the Arrangement Resolution is the first substantive matter on the agenda for the Meeting, unless otherwise previously agreed to in writing by the Purchaser Parties; (11) not propose or submit for consideration at the Meeting any business other than the Arrangement without the Purchaser Parties’ written consent; (12) at the reasonable written request of the Purchaser Parties from time to time, acting reasonably, provide the Purchaser Parties with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, all as shown on the records of the Corporation, as of a date that is not more than five (5) Business Days prior to the date of delivery of such list, and (ii) the names, addresses and holdings of all Persons on the registers of the Company Person having rights issued by the Company Corporation to acquire Company Shares (including holders of Company Corporation Options, Company Compensation Options and Company RSUs), if any; and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares, all as can be reasonably obtained by the Corporation using the procedure set forth under Securities Laws. The Corporation shall from time to time require that its registrar and transfer agent furnish the Purchaser Parties with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser Parties may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders entitled to vote on the Arrangement Resolution; and (13) if the Meeting is to be held during a Matching Period, the Corporation shall be entitled to, and shall at the request of the Purchaser Parties, adjourn or postpone the Meeting to a date that is not later than ten (10) Business Days after the date on which the Meeting was originally scheduled and in any event to a date that is not later than five (5) Business Days prior to the Outside Date.

The Meeting. The Company shall: (a) duly take all lawful action to call, give notice of, The Corporation shall convene and conduct the Meeting in accordance with the Amendment Interim Order, the CompanyCorporation’s Constating Documents and applicable LawLaw as soon as reasonably practicable, including but in any event not later than October 17, 2016, for the policies purpose of considering the CSEArrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Acquiror, and use commercially reasonable efforts to schedule the Meeting as promptly as practicable acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the PurchaserAcquiror, except: except (i) in for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason entirely beyond the case control of an adjournmentthe Corporation, as required for quorum purposes (in which case the Meeting shall be adjourned and provided that such reason is not cancelled); or related to any other Acquisition Proposal, (ii) as otherwise required or permitted under this Agreement., (iii) as required by applicable Laws or (iv) for quorum purposes; (b) The Corporation shall use commercially reasonable efforts to abridge the timing contemplated by NI 54-101 to the extent practicable and permissible; (c) Subject to Article 6, the Corporation shall use its commercially reasonable efforts to solicit proxies in favour of for the approval of the Arrangement Resolution and against any resolution submitted by any Person person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonablyrequired by, and at the Purchaser’s sole expensecost of, the Acquiror, using the services of dealers and proxy solicitation services, consulting with the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit the Purchaser to assist and participate in all meetings (whether conducted telephonically or otherwise) with such a proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions; (c) provide the Purchaser with copies of documents, or access to information regarding, the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Company, as reasonably requested in writing from time to time by the Purchaser; (d) The Corporation shall consult with the Purchaser Acquiror in fixing the record date for of the Meeting and the record date of the Meeting, give notice to the Purchaser Acquiror of the Meeting and allow the Purchaser’s representatives Acquiror and legal counsel its Representatives to attend the Meeting; (e) The Corporation shall promptly advise the PurchaserAcquiror of any communication (written or oral) from or claims brought by (or threatened to be brought by) any person in opposition to the Arrangement and/or purported exercise or withdrawal of Dissent Rights by Shareholders; and not settle or compromise, or agree to settle or compromise, any such claims without the prior written consent of the Acquiror which consent shall not be unreasonably withheld or delayed; (f) The Corporation shall not change the record date for the Securityholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law or approved by the Acquiror; and (g) The Corporation shall instruct the Corporation’s transfer agent and any proxy solicitation agent to report to the Acquiror and its designated representatives concurrently with their reports to the Corporation and its representatives, and to promptly advise the Acquiror, at such times as the Purchaser Acquiror may reasonably request in writing and at least on a daily basis on each of the last ten 10 Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Company Corporation in respect of the Resolution; (f) promptly advise the Purchaser of Arrangement Resolution and any communication (written or oral) from any Person in opposition other matters to the Amended Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and provide the Purchaser with a reasonable opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person; (g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Amendment Time with respect to any claims regarding the Amended Arrangement or Dissent Rights without the prior written consent of the Purchaser; (h) not change the record date for the Company Shareholders entitled to vote be considered at the Meeting in connection with any adjournment or postponement of the Meeting, unless required by Law or with the Purchaser’s consent; and (i) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons on the registers of the Company having rights issued by the Company to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUs), and (iii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares.