Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. (A) To the extent that all of the Remaining Equities Holder(s) has not/have not exercised its or their rights to purchase the Offered Securities under Clause 4.3 or if not all of the Offered Securities are allocated to the Remaining Equities Holder(s) after employing the procedures set out in Clause 4.3(B) but, subject to compliance with Clause 4.4 where applicable, then upon expiration of the forty-five (45) days from the date of receipt of the Transfer Notice by the Remaining Equities Holder(s), the Transferor shall have a period of twenty-eight (28) days from the expiration of such forty-five (45) days' period in which to sell any remaining portion of the Offered Securities upon terms and conditions no more favourable to the transferee than those specified in the Transfer Notice to the third-party transferee(s) identified in the Transfer Notice PROVIDED THAT no Shareholder and no Investor may sell or Transfer its Equity Securities unless and until (i) such transferee(s) have delivered to the Company and each of the Investors a duly executed Joinder Agreement, (ii) such Transfer will not be subject to or will be exempted from the prospectus and registration requirements under the Ontario Securities Act and (iii) where necessary, the transferee(s) shall sign and deliver to the Company an Accredited Investor Certificate in the form set out in schedule 8 to the Subscription Agreement. (B) In the event the Transferor does not consummate the sale or disposition of the Offered Securities within the twenty-eight (28) days' period as referred to in Clause 4.5(A), the Transferor shall not thereafter sell or Transfer any such Offered Securities without again first offering them in accordance with this Clause 4.

Non-Exercise of Rights. (A) To the extent that all of the Remaining Equities Holder(s) has not/Series A Holders have not exercised its or their rights to purchase all the Offered Securities under Clause 4.3 or if not all of the Offered Securities are allocated Shares subject to the Remaining Equities Holder(s) after employing the procedures set out in Clause 4.3(B) butTransfer, subject to compliance with Clause 4.4 where applicable, then upon expiration of the forty-five (45) days from the date of receipt of the Transfer Notice by the Remaining Equities Holder(s), the Transferor such Selling Shareholder shall have a period of twenty-eight sixty (2860) days from the expiration of such forty-five (45) days' period rights in which to sell any remaining portion of the Offered Securities Shares, upon terms and conditions (including the purchase price) no more favourable favorable to the transferee purchaser than those specified in the Transfer Notice Notice, to the third-party transferee(s) identified in the Transfer Notice PROVIDED THAT no Notice. The third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Offered Shares, furnish the Company and the Selling Shareholder with a written agreement to be bound by and no Investor may sell or Transfer its Equity Securities unless and until (i) comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) have delivered to were a Selling Shareholder hereunder, as well as the Company and each terms of the Investors a duly executed Joinder Agreement, (ii) agreement pursuant to which such Transfer will not be subject to or will be exempted from the prospectus and registration requirements under the Ontario Securities Act and (iii) where necessary, the transferee(s) shall sign and deliver to the Company an Accredited Investor Certificate in the form set out in schedule 8 to the Subscription Agreement. (B) Offered Shares were issued. In the event the Transferor a Selling Shareholder does not consummate the sale or disposition of the Offered Securities Shares within the twenty-eight sixty (2860) days' day period as referred to in Clause 4.5(A)from the expiration of these rights, the Transferor Series A Holder’s right of first refusal hereunder shall continue to be applicable to any subsequent disposition by any Selling Shareholder. Furthermore, the exercise or non-exercise by the Series A Holders to purchase Offered Shares by such Selling Shareholder shall not thereafter sell or adversely affect such Series A Holder’s rights to make subsequent purchases from any Selling Shareholder. Any proposed Transfer on terms and conditions different than those described in the Transfer Notice, as well as any such subsequent proposed Transfer of any of the Offered Securities without Shares by a Selling Shareholder shall again be subject to the right of first offering them refusal and co-sale right of Series A Holders and shall require compliance by the relevant Selling Shareholder with the procedures described in accordance with this Clause Section 4.

Non-Exercise of Rights. (A) To Notwithstanding anything to the extent that all of contrary in Section 4.3(b), if the Remaining Equities Holder(s) has not/Shareholders have not exercised its or their rights under Section 4.3(b) to purchase all, but not less than all, of the Offered Shares, then such Shareholders shall be deemed to have forfeited any right to purchase the Offered Securities under Clause 4.3 or if not all of Shares and the Offered Securities are allocated to the Remaining Equities Holder(s) after employing the procedures set out in Clause 4.3(B) but, subject to compliance with Clause 4.4 where applicable, then upon expiration of the forty-five (45) days from the date of receipt of the Transfer Notice by the Remaining Equities Holder(s), the Transferor Selling Shareholder shall have a period of twenty-eight sixty (2860) days from the expiration of such forty-five (45) days' period rights in which to sell any remaining portion all of the Offered Securities upon Shares, at the terms and conditions no more favourable to (including the transferee than those purchase price) specified in the Transfer Notice Notice, to the third-party transferee(s) identified in the Transfer Notice PROVIDED THAT no Notice. The third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Offered Shares, furnish the Company and the Selling Shareholder with a written agreement to be bound by and no Investor may sell or Transfer its Equity Securities unless and until (i) comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) have delivered to were a Selling Shareholder hereunder, as well as the Company and each terms of the Investors a duly executed Joinder Agreement, (ii) agreement pursuant to which such Transfer will not be subject to or will be exempted from the prospectus and registration requirements under the Ontario Securities Act and (iii) where necessary, the transferee(s) shall sign and deliver to the Company an Accredited Investor Certificate in the form set out in schedule 8 to the Subscription Agreement. (B) Offered Shares were issued. In the event the Transferor a Selling Shareholder does not consummate the sale or disposition of the Offered Securities Shares within the twenty-eight sixty (2860) days' day period as referred from the expiration of these rights, each Shareholder’s rights under Section 4.3 shall continue to in Clause 4.5(A)be applicable to any subsequent disposition by any Selling Shareholder. Furthermore, the Transferor exercise or non-exercise by a Series A Shareholder or Series C Shareholder to purchase Offered Shares by such Selling Shareholder shall not thereafter sell adversely affect such Series A Shareholder’s or Series C Shareholder’s right to make subsequent purchases from any Selling Shareholder. Any proposed Transfer on terms and conditions different than those described in the Transfer Notice, as well as any such subsequent proposed Transfer of any of the Offered Securities without Shares by a Selling Shareholder shall again be subject to the right of first offering them refusal and co-sale right of the Shareholders and shall require compliance by the relevant Selling Shareholder with the procedures described in accordance with this Clause Section 4.

Non-Exercise of Rights. (A) To the extent that all of the Remaining Equities Holder(s) has not/Holders have not exercised its or their rights to purchase all the Offered Securities under Clause 4.3 or if not all of the Offered Securities are allocated Shares subject to the Remaining Equities Holder(s) after employing the procedures set out in Clause 4.3(B) butTransfer, subject to compliance with Clause 4.4 where applicable, then upon expiration of the forty-five (45) days from the date of receipt of the Transfer Notice by the Remaining Equities Holder(s), the Transferor such Selling Shareholders shall have a period of twenty-eight sixty (2860) days from the expiration of such forty-five (45) days' period rights in which to sell any remaining portion of the Offered Securities Shares, upon terms and conditions (including the purchase price) no more favourable favorable to the transferee purchaser than those specified in the Transfer Notice Notice, to the third-party transferee(s) identified in the Transfer Notice PROVIDED THAT no Shareholder Notice. The third-party transferee(s) shall, as a condition to the effectiveness of Transfer of the Offered Shares, furnish the Company and no Investor may sell or Transfer its Equity Securities unless the Selling Shareholders with a written agreement to be bound by and until (i) comply with this Agreement, including without limitation all provisions of this Section 4, as if such transferee(s) have delivered to were a Selling Shareholder hereunder, as well as the Company and each terms of the Investors a duly executed Joinder Agreement, (ii) agreement pursuant to which such Transfer will not be subject to or will be exempted from the prospectus and registration requirements under the Ontario Securities Act and (iii) where necessary, the transferee(s) shall sign and deliver to the Company an Accredited Investor Certificate in the form set out in schedule 8 to the Subscription Agreement. (B) Offered Shares were issued. In the event the Transferor a Selling Shareholder does not consummate the sale or disposition of the Offered Securities Shares within the twenty-eight sixty (2860) days' day period as referred to in Clause 4.5(A)from the expiration of these rights, the Transferor Holder’s right of first refusal hereunder shall continue to be applicable to any subsequent disposition by any Selling Shareholder. Furthermore, the exercise or non-exercise by the Holders to purchase Offered Shares by such Selling Shareholder shall not thereafter sell or adversely affect such Holder’s rights to make subsequent purchases from any Selling Shareholder. Any proposed Transfer on terms and conditions different than those described in the Transfer Notice, as well as any such subsequent proposed Transfer of any of the Offered Securities without Shares by a Selling Shareholder shall again be subject to the right of first offering them refusal and co-sale right of Holders and shall require compliance by the relevant Selling Shareholders with the procedures described in accordance with this Clause Section 4.

Non-Exercise of Rights. (A) To the extent that all of the Remaining Equities Holder(s) has not/Holders have not exercised its or their rights to purchase the Offered Securities under Clause 4.3 or if not all of the a Transferor’s Offered Securities are allocated to the Remaining Equities Holder(s) after employing the procedures set out Shares in Clause 4.3(B) butaccordance with Section 5.2(b), then, subject to compliance with Clause 4.4 where applicable, then upon expiration the right of the forty-five (45) days from Holders to exercise their rights to participate in the date sale of receipt of the Transfer Notice by the Remaining Equities Holder(sOffered Shares specified in Section 5.2(c), the such Transferor shall have a period of twenty-eight sixty (2860) days from the expiration of such forty-five (45) days' period rights in which to sell any remaining portion of the Offered Securities Shares, upon terms and conditions (including the purchase price) no more favourable favorable to the transferee purchaser than those specified in the Transfer Notice Notice, to the third-party transferee(s) identified in the Transfer Notice PROVIDED THAT no Shareholder Notice. The third-party transferee(s) shall, as a condition to the effectiveness of transfer of the Offered Shares, furnish the Company and no Investor may sell or Transfer its Equity Securities unless the Holders with a written agreement to be bound by and until (i) comply with this Agreement, including without limitation all provisions of this Section 5, as if such transferee(s) have delivered to were a Transferor hereunder, as well as the Company and each terms of the Investors a duly executed Joinder Agreement, (ii) agreement pursuant to which such Transfer will Offered Shares were issued. The Company shall not be subject to or will be exempted from the prospectus and registration requirements under the Ontario Securities Act and (iii) where necessary, the register any such transferee(s) shall sign and deliver as the legal owner of the Offered Shares until such transferee(s) become a party to the Company an Accredited Investor Certificate in the form set out in schedule 8 to the Subscription this Agreement. (B) . In the event the a Transferor does not consummate the sale or disposition of the Offered Securities Shares within the twenty-eight sixty (28) days' 60)-day period as referred from the expiration of these rights, each Holder’s rights under Section 5.2 shall continue to in Clause 4.5(A)be applicable to any subsequent disposition of the Offered Shares by such Transferor. Furthermore, the exercise or non-exercise by the Holders to purchase Offered Shares from such Transferor shall not thereafter sell or adversely affect the Holders’ rights to make subsequent purchases from any Transferor of Offered Shares. Any proposed Transfer on terms and conditions different than those described in the Transfer Notice, as well as any such subsequent proposed Transfer of any of the Offered Securities without Shares shall again be subject to the right of first offering them refusal and the co-sale right of the Holders and shall require compliance by the relevant Transferor with the procedures described in accordance with this Clause 4Section 5.

Non-Exercise of Rights. (Ai) To If the extent that all of the Remaining Equities Holder(s) has not/have ROFR Offerees do not exercised its or their rights elect to purchase the Offered Securities under Clause 4.3 or if not all of the Offered Securities are allocated Shares in accordance with Section 4.2, then, without prejudice to the Remaining Equities Holder(s) after employing the procedures set out in Clause 4.3(B) but, subject to compliance with Clause 4.4 where applicable, then upon expiration right of the forty-five (45) days from Preferred Shareholders to exercise their rights to participate in the date sale of receipt of Offered Shares within the Transfer Notice by the Remaining Equities Holder(s)time periods specified in Section 4.3, the Transferor shall have a period of twenty-eight one hundred and twenty (28120) days from the expiration of such forty-five (45) days' period in which the Option Period to sell any the remaining portion of Offered Shares to the Offered Securities transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favourable favorable to the transferee purchaser than those specified in the Transfer Notice Notice, so long as any such sale is effected in accordance with all applicable Laws. The Parties agree that each such transferee, prior to and as a condition to the third-party transferee(s) identified in the Transfer Notice PROVIDED THAT no Shareholder and no Investor may sell or Transfer its Equity Securities unless and until (i) such transferee(s) have delivered to the Company and each consummation of the Investors a duly executed Joinder Agreementany sale, (ii) such Transfer will not be subject to or will be exempted from the prospectus and registration requirements under the Ontario Securities Act and (iii) where necessary, the transferee(s) shall sign execute and deliver to the Company an Accredited Investor Certificate in Parties documents and other instruments assuming the form set out in schedule 8 to obligations of such Transferor under this Agreement and the Subscription AgreementTransfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered. (Bii) In the event the Transferor does not consummate the sale or of such Offered Shares to the transferee identified in the Transfer Notice within the abovementioned one hundred and twenty (120) day period, the rights of the ROFR Offerees under Section 4.2 and the rights of the Preferred Shareholders under Section 4.3 shall be re-invoked and shall be applicable to each subsequent disposition of such Offered Shares by the Offered Transferor until such rights lapse in accordance with the terms of this Agreement. (iii) The exercise or non-exercise of the rights of the ROFR Offerees or Preferred Shareholders under this Section 4 to purchase Equity Securities within from a Transferor or participate in the twenty-eight (28) days' period as referred to in Clause 4.5(A), the sale of Equity Securities by a Transferor shall not thereafter sell adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or Transfer any such Offered subsequently participate in sales of Equity Securities without again first offering them in accordance with this Clause 4by the Transferor hereunder.