Common use of Exit Right Clause in Contracts

Exit Right. (a) In the event that: (i) EdgeStone has exercised its rights under Section 6.9 and, giving effect to such exercise, EdgeStone would cease to hold any Shares or Convertible Securities (other than EdgeStone Warrants), if the Corporation has not paid to EdgeStone in full the purchase price for the EdgeStone Common Purchased Securities as contemplated in Section 6.9 within: (x) 90 days following the EdgeStone Valuation Date; or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following the EdgeStone Valuation Date; or (ii) on the occurrence of an event triggering a redemption right under the Articles of Amendment, EdgeStone elects to require the Corporation to redeem all of its Series A Shares, if the Corporation has not paid to EdgeStone the amounts required to be paid upon such event as set out in the Articles of Amendment within: (x) 90 days, or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following after receipt by the Corporation of the request for redemption, then, provided that the Redemption Trigger Date has passed and provided that EdgeStone has not ceased to be a Shareholder, EdgeStone shall be entitled, at any time thereafter and in its sole discretion, to give written notice (an "EXIT NOTICE") to the Corporation and each of the Shareholders stating that EdgeStone wishes to cause a Sale Transaction to occur. (b) Upon delivery of an Exit Notice by EdgeStone to the Corporation and the Shareholders: (i) the Corporation and Shareholders will cooperate as necessary or reasonably desirable on a timely basis to seek bona fide offers from third parties on such terms as EdgeStone may specify for the completion of the Sale Transaction; (ii) EdgeStone shall have the full power and authority to effect a Sale Transaction including seeking the advice of, canvassing and/or retaining (at the expense of the Corporation) one or more investment dealers in connection with providing advice generally as to how best to achieve a Sale Transaction; and (iii) EdgeStone shall also have the power and authority to solicit offers for a Sale Transaction which it determines in its sole discretion to be acceptable. (c) Upon receipt by the Corporation or EdgeStone of any offer in respect of a Sale Transaction acceptable to EdgeStone from a Person at arm's length to EdgeStone (an "OFFER"), the Corporation will provide a copy of the Offer to EdgeStone and the other Shareholders, or, if the Offer is received by EdgeStone, EdgeStone shall provide a copy to the Corporation and the other Shareholders. If the Offer is delivered to the Corporation, EdgeStone shall have a period of 30 days from receipt of the Offer to indicate whether or not it approves of the Offer by providing written notice to the Corporation and the other Shareholders. (d) If EdgeStone approves an Offer, the Corporation and each of the Shareholders agree to take all actions necessary to effect the sale of the Corporation pursuant to the Offer and to immediately cause the liquidation and distribution of any resulting proceeds to the Shareholders in accordance with its articles and by-laws or pursuant to the Offer, including giving effect to the value of the liquidation preference contained in the share conditions relating to the Series A Shares and Series B Shares, and all applicable laws. (e) Each Shareholder other than EdgeStone hereby constitutes and appoints EdgeStone, on the terms set forth in Section 11.2, with full power of substitution, as the attorney for such Shareholder and in such Shareholder's name, place and stead and for such Shareholder's use and benefit, to sign, execute, certify, acknowledge, swear to, file, deliver and record any and all agreements, certificates, instruments and other documents which EdgeStone may deem necessary, desirable, or appropriate for the purposes of effecting the rights conferred by this Article 7 other than those relating to tax as the same may be amended, modified or supplemented from time to time provided that the representations, warranties and indemnities given by such Shareholder shall be limited to typical title, ownership and authority to sell representations. (f) Each of the Shareholders hereby waives any and all claims such Shareholder may have against any of the other Shareholders (and any of their Affiliates and their respective partners, members, directors, officers, employees, representatives or agents), or against any member of the Board of Directors of the Corporation, that such Shareholder or director of the Corporation has acted improperly or breached any duty owed to such Shareholder, to any other Shareholder of the Corporation, or to the Corporation or otherwise, by virtue of (A) such other Shareholder voting its Shares to approve any transaction contemplated by this Article 7 or to elect a Board of Directors of the Corporation reasonably believed by such other Shareholder to be in favour of such transaction or (B) such director voting to approve or otherwise consenting to such transaction. (g) As used in this Article 7, a "SALE TRANSACTION" shall mean: (i) a merger, amalgamation, consolidation or other business combination or refinancing of the Corporation or any Subsidiary; (ii) a sale or other disposition of all, or substantially all of the capital stock of the Corporation or any Subsidiary; (iii) a sale, lease, exchange, Transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of all or substantially all of the assets of the Corporation or any Subsidiary; (iv) a public offering under applicable securities legislation (whether or not an Initial Public Offering); (vi) a share buy-back or a recapitalization of the Corporation; or (v) any other transaction that EdgeStone deems advisable in order to maximize shareholder value; provided that, in no event, shall a Collateral Benefit be obtained by holders of Series A Shares. The provisions of this Article 7 will continue to apply until an Offer is approved by EdgeStone and a transaction in respect thereof is completed or the amount due to EdgeStone is paid.

Exit Right. (a) Exit Right of Holders of the Series B Preferred Shares (i) In the event that:that the Company or the Listing Vehicle meets the requirements of the Series B Qualified Public Offering according to the written analysis of a Qualified Investment Bank, and such Series B Qualified Public Offering has failed to be consummated as a result of Kingsoft’s voluntary refusal to approve or consent to such offering for any reason other than the reasons of the market, price, compliance requirements applicable to Kingsoft as a Hong Kong Main Board listing company (including but not limited to the failure to obtain the approval of the majority shareholders of Kingsoft (without any fault of Kingsoft) if required under the Listing Rules) or any other objective cause (due to such reasons, consummating such offering as then proposed is reasonably expected not to be in the best interest of the Company and its shareholders), the IDG Investor, in its capacity as a holder of the Series B Preferred Shares, shall have the right, but not the obligation, within fifteen (15) Business Days after the date on which Kingsoft refuses to approve or consent to such offering, to require Kingsoft to purchase all of the Series B Preferred Shares held by the IDG Investor at the Series B Fair Market Value of such Series B Preferred Shares. Kingsoft shall complete such purchase and make full payment to the IDG Investor within thirty (30) Business Days after the date on which the IDG Investor delivers a notice of exercise of its right under this Section 9.2(a) to Kingsoft. (ii) In the event that the Company or the Listing Vehicle meets the requirements of the Series B Qualified Public Offering according to the written analysis of a Qualified Investment Bank, if the proposal of an IPO (the “IPO Proposal”) needs to be approved by the shareholders of Kingsoft under the Listing Rules (in which case the shareholders of Kingsoft shall have the absolute rights to approve or disapprove the IPO Proposal) after other applicable corporate approvals of the Company have been obtained, Kingsoft shall convene a shareholders’ meeting as soon as possible when such written analysis of a Qualified Investment Bank is provided to the Company, and shall convene the second and third shareholders’ meetings promptly after a shareholders meeting if the IPO Proposal is not approved at such shareholders’ meeting. Kingsoft shall use its best efforts to convene such shareholders’ meetings as soon as practicable in compliance with the applicable laws. In the event that the IPO Proposal is not approved by the shareholders of Kingsoft as required under the Listing Rules for three times, the IDG Investor shall have the right, but not the obligation, within fifteen (15) Business Days after the date on which such IPO Proposal fails to be approved by the shareholders of Kingsoft for the third time, to require the Company to procure, by coordinating with other shareholders of the Company, securing other investors or otherwise, the purchase of all of the Series B Preferred Shares held by the IDG Investor at a price per share (“Series B Redemption Price”) equal to the lower of (i) the Series B Fair Market Value of such Series B Preferred Share or (ii) the applicable Preferred Shares Issue Price (as defined in the Restated Articles) of such Series B Preferred Shares. The Company shall take all actions necessary in order to procure the completion of such purchase and the making of full payment to the IDG Investor, within one hundred and eighty (180) days after the date on which the IPO Proposal fails to be approved by the shareholders of Kingsoft for the third time. In the event that such share purchase has not been completed by one hundred and eighty (180) days after the date on which the IPO Proposal fails to be approved by the shareholders of Kingsoft for the third time, Kingsoft shall purchase all the Series B Preferred Shares held by the IDG Investor at the above-mentioned price within thirty (30) Business Days after the expiration of such one hundred and eighty (180) day period. (iii) The Independent Valuer shall determine the fair market value on the basis of an arms-length transaction on the open market between a willing buyer and a willing seller; provided, further, that the determination of the Independent Valuer shall, in the absence of manifest error or fraud, be binding upon the parties and the cost thereof shall be borne by the Company. (b) Exit Right of Holders of Series C Preferred Shares (i) EdgeStone has exercised its rights under Section 6.9 and, giving effect Prior to such exercise, EdgeStone would cease to hold any Shares or Convertible Securities (other than EdgeStone Warrants)an IPO, if the Corporation has not paid to EdgeStone in full the purchase price for the EdgeStone Common Purchased Securities as contemplated in Section 6.9 within: (x) 90 days following an IPO has yet to complete (if the EdgeStone Valuation DateIPO is proposed to be undertaken in the Chinese A Share Market, then the application has yet to be submitted) within five (5) years upon the May 16, 2016; or (y) if any of the Corporation holders of the Series B Preferred Shares has given a Notice requested the Company to purchase the Series B Preferred Shares held by it pursuant to Section 9.2(a), then holders of Required Financing/Consentthe Series C Preferred Shares shall be entitled to request the Company to, 150 days following in case of (x) above, purchase the EdgeStone Valuation Date; Series C Preferred Shares held by them respectively within six (6) months upon the fifth (5th) anniversary of May 16, 2016, or, in case of (y) above, purchase the Series C Preferred Shares held by them respectively within six (6) months upon the date on which any of the holders of the Series B Preferred Shares has requested the Company the purchase the Series B Preferred Shares held by it pursuant to Section 9.2(a). (ii) on If the occurrence of an event triggering a redemption right under IPO is proposed to be undertaken in the Articles of AmendmentChinese A Share Market and the application for such IPO has been submitted within five (5) years upon May 16, EdgeStone elects to require 2016 but the Corporation to redeem all of its Series A Shares, if the Corporation approval for such IPO has not paid been approved by the competent PRC governmental authority, then the Company shall promptly seek other applicable stock exchange in other jurisdictions to EdgeStone undertake the amounts required IPO pursuant to the Board’s instructions and complete the restructuring as well as the IPO as soon as possible. If such IPO has yet to be paid completed within twenty-four (24) months upon such event as set out the date on which the approval of the IPO application in the Articles of Amendment within: (x) 90 daysChinese A Share Market is confirmed as not being able to be secured, or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following after receipt by the Corporation then holders of the request for redemption, then, provided that the Redemption Trigger Date has passed and provided that EdgeStone has not ceased to be a Shareholder, EdgeStone Series C Preferred Shares shall be entitled, at any time thereafter and in its sole discretion, entitled to give written notice request the Company to purchase the Series C Preferred Shares held by them respectively within three (an "EXIT NOTICE"3) to months upon the Corporation and each expiration of the Shareholders stating that EdgeStone wishes to cause a Sale Transaction to occuraforementioned twenty-four (24) months period. (b) Upon delivery of an Exit Notice by EdgeStone to the Corporation and the Shareholders: (i) the Corporation and Shareholders will cooperate as necessary or reasonably desirable on a timely basis to seek bona fide offers from third parties on such terms as EdgeStone may specify for the completion of the Sale Transaction; (ii) EdgeStone shall have the full power and authority to effect a Sale Transaction including seeking the advice of, canvassing and/or retaining (at the expense of the Corporation) one or more investment dealers in connection with providing advice generally as to how best to achieve a Sale Transaction; and (iii) EdgeStone The purchase price per share (the “Series C Redemption Price”) for the Company to purchase the Series C Preferred Shares upon exercising the exit right by the holders of the Series C Preferred Shares respectively pursuant to Section 9.2(b) shall also be the applicable Preferred Shares Issue Price of the Series C Preferred Shares and a return at the compound rate of 8% per annum calculated from the date of the actual issuance of such Series C Preferred Shares to the date on which such holder of the Series C Preferred Shares elects to exercise its exit right pursuant to this Section 9.2(b) plus all declared but unpaid dividends on the respective Series C Preferred Shares held by the holder thereof requested to be purchased pursuant to this Section 9.2(b). The Company shall make the full payment of the purchase price in cash to the holders of the Series C Preferred Shares within twenty (20) Business Days upon exercising of the exit right by them pursuant to this Section 9.2(b). If the Company does not have sufficient funds to make full payment of the purchase price within twenty (20) Business Days upon exercising of the exit right by them pursuant to this Section 9.2(b), then (A) the holders of the Series C Preferred Shares shall have the power and authority right to solicit offers for a Sale Transaction which it determines in its sole discretion sell the Series C Preferred Shares requested by such holders to be acceptablepurchased by the Company but the corresponding consideration has yet to be paid-up pursuant to this Section 9.2(b) respectively to any third party buyer other than the Competitor or any Person in competition with Kingsoft and its Subsidiaries (other than the Group Companies) without being subject to Section 4.2 and 4.3 hereof; provided that such third party buyer shall agree in writing to be bound by the Transaction Documents and replace such holders as a party to such Transaction Documents with respect to the Series C Preferred Shares purchased by such third party buyer, and (B) the unpaid portion of the purchase price plus the corresponding late payment interests (at an annual single interest rate of 8%) shall be fully paid up within eighteen (18) months upon exercising of the exit right by the holders of the Series C Preferred Shares pursuant to Section 9.2(b). However, if the purchase price plus the corresponding late payment interests have yet to be fully paid up upon the expiration of the aforementioned eighteen (18)-month period, the holders of the Series C Preferred Shares shall have the right to request the Company to immediately enter into a liquidation process and make distributions subject to Section 2 of Schedule A under the Restated Articles. (c) Upon receipt Exit Right of Holders of Series D Preferred Shares (i) If (x) Series D Qualified Public Offering has not completed on or prior to the fifth (5th) anniversary of May 16, 2016; or (y) any of the holders of the Series B Preferred Shares has requested the Company to purchase the Series B Preferred Shares held by it pursuant to Section 9.2(a); or (z) any of the Corporation or EdgeStone holders of any offer in respect of a Sale Transaction acceptable the Series C Preferred Shares has requested the Company to EdgeStone from a Person at arm's length purchase the Series C Preferred Shares held by it pursuant to EdgeStone (an "OFFER"Section 9.2(b), the Corporation will provide a copy then each holder of the Offer Series D Preferred Shares shall be entitled to EdgeStone and request the other ShareholdersCompany to, in case of (x) above, purchase the Series D Preferred Shares held by it within six (6) months after the fifth (5th) anniversary of May 16, 2016, or, in case of (y) above, purchase the Series D Preferred Shares held by it within six (6) months after the date any of the holders of the Series B Preferred Shares has requested the Company to purchase the Series B Preferred Shares held by it pursuant to Section 9.2(a), or in case of (z) above, purchase the Series D Preferred Shares held by it within six (6) months after the date any of the holders of the Series C Preferred Shares has requested the Company to purchase the Series C Preferred Shares held by it pursuant to Section 9.2(b). (ii) The purchase price per share (the “Series D Redemption Price”) for the Company to purchase the Series D Preferred Shares upon exercising the exit right by any holder of the Series D Preferred Shares pursuant to Section 9.2(c) shall be the applicable Preferred Shares Issue Price of the Series D Preferred Shares and a return at the compound rate of 8% per annum calculated from the date of the actual issuance of such Series D Preferred Shares (with respect to the Series D Preferred Shares acquired by the holder thereof by exercise of the Minsheng Warrant, from the effective date of the Minsheng Warrant) to the date on which such holder of the Series D Preferred Shares elects to exercise its exit right pursuant to this Section 9.2(c) plus all declared but unpaid dividends on the respective Series D Preferred Shares held by the holder thereof requested to be purchased pursuant to this Section 9.2(c). The Company shall make the full payment of the purchase price in cash to each holder of the Series D Preferred Shares within twenty (20) Business Days after the exercise of the exit right by such holder pursuant to this Section 9.2(c). (iii) If the Company’s assets or funds which are legally available on the date any redemption payment under this Section 9.2(c) is due are insufficient to pay in full all redemption payments to be paid within the period ascribed herein, the redemption right of Series D Preferred Shares shall be senior and in preference to, and shall be satisfied before the redemption right of the Series C Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares, the Ordinary Shares and any other securities of the Company (other than the Series D+ Preferred Shares). (iv) If the Company does not have sufficient funds to make full payment of the Series D Redemption Price within twenty (20) Business Days upon exercising of the exit right by them pursuant to this Section 9.2(c), then (A) the holders of the Series D Preferred Shares shall have the right to sell the Series D Preferred Shares requested by such holders to be purchased by the Company but the corresponding consideration has yet to be paid-up pursuant to this Section 9.2(c) respectively to any third party buyer other than the Competitor or any Person in competition with Kingsoft and its Subsidiaries (other than the Group Companies) without being subject to Section 4.2 and 4.3 hereof; provided that such third party buyer shall agree in writing to be bound by the Transaction Documents and replace such holders as a party to such Transaction Documents with respect to the Series D Preferred Shares purchased by such third party buyer, and (B) the unpaid portion of the purchase price plus the corresponding late payment interests (at an annual single interest rate of 8%) shall be fully paid up within eighteen (18) months after the exercise of the exit right by the holders of the Series D Preferred Shares pursuant to Section 9.2(c). However, if the Offer is received by EdgeStonepurchase price plus the corresponding late payment interests have yet to be fully paid up upon the expiration of the aforementioned eighteen (18)–month period, EdgeStone shall provide a copy to the Corporation and holders of the other Shareholders. If the Offer is delivered to the Corporation, EdgeStone Series D Preferred Shares shall have the right to request the Company to immediately enter into a period liquidation process and make distributions subject to Section 2 of 30 days from receipt of Schedule A under the Offer to indicate whether or not it approves of the Offer by providing written notice to the Corporation and the other ShareholdersRestated Articles. (d) Exit Right of Holders of Series D+ Preferred Shares (i) If EdgeStone approves an Offer(w) Series D Qualified Public Offering has not completed on or prior to the fifth (5th) anniversary of May 16, the Corporation and each 2016; or (x) any of the Shareholders agree to take all actions necessary to effect the sale holders of the Corporation Series B Preferred Shares has requested the Company to purchase the Series B Preferred Shares held by it pursuant to Section 9.2(a); or (y) any of the Offer and holders of the Series C Preferred Shares has requested the Company to immediately cause purchase the liquidation and distribution of any resulting proceeds to the Shareholders in accordance with its articles and by-laws or Series C Preferred Shares held by it pursuant to the Offer, including giving effect to the value Section 9.2(b); or (z) any of the liquidation preference contained in the share conditions relating to holders of the Series A D Preferred Shares and has requested the Company to purchase the Series D Preferred Shares held by it pursuant to Section 9.2(c), then each holder of the Series D+ Preferred Shares shall be entitled to request the Company to, in case of (w) above, purchase the Series D+ Preferred Shares held by it within six (6) months after the fifth (5th) anniversary of May 16, 2016, or, in case of (x) above, purchase the Series D+ Preferred Shares held by it within six (6) months after the date any of the holders of the Series B SharesPreferred Shares has requested the Company to purchase the Series B Preferred Shares held by it pursuant to Section 9.2(a), and all applicable lawsor in case of (y) above, purchase the Series D+ Preferred Shares held by it within six (6) months after the date any of the holders of the Series C Preferred Shares has requested the Company to purchase the Series C Preferred Shares held by it pursuant to Section 9.2(b), or in case of (z) above, purchase the Series D+ Preferred Shares held by it within six (6) months after the date any of the holders of the Series D Preferred Shares has requested the Company to purchase the Series D Preferred Shares held by it pursuant to Section 9.2(c). (eii) Each Shareholder other than EdgeStone hereby constitutes The purchase price per share (the “Series D+ Redemption Price”) for the Company to purchase the Series D+ Preferred Shares upon exercising the exit right by any holder of the Series D+ Preferred Shares pursuant to Section 9.2(d) shall be the applicable Preferred Shares Issue Price of the Series D+ Preferred Shares and appoints EdgeStone, a return at the compound rate of 8% per annum calculated from the date of the actual issuance of such Series D+ Preferred Shares to the date on which such holder of the Series D+ Preferred Shares elects to exercise its exit right pursuant to this Section 9.2(d) plus all declared but unpaid dividends on the terms set forth respective Series D+ Preferred Shares held by the holder thereof requested to be purchased pursuant to this Section 9.2(d). The Company shall make the full payment of the purchase price in Section 11.2, with full power cash to each holder of substitution, as the attorney for such Shareholder and in such Shareholder's name, place and stead and for such Shareholder's use and benefit, to sign, execute, certify, acknowledge, swear to, file, deliver and record any and all agreements, certificates, instruments and other documents which EdgeStone may deem necessary, desirable, or appropriate for Series D+ Preferred Shares within twenty (20) Business Days after the purposes exercise of effecting the rights conferred by this Article 7 other than those relating to tax as the same may be amended, modified or supplemented from time to time provided that the representations, warranties and indemnities given exit right by such Shareholder shall be limited holder pursuant to typical title, ownership and authority to sell representationsthis Section 9.2(d). (f) Each of the Shareholders hereby waives any and all claims such Shareholder may have against any of the other Shareholders (and any of their Affiliates and their respective partners, members, directors, officers, employees, representatives or agents), or against any member of the Board of Directors of the Corporation, that such Shareholder or director of the Corporation has acted improperly or breached any duty owed to such Shareholder, to any other Shareholder of the Corporation, or to the Corporation or otherwise, by virtue of (A) such other Shareholder voting its Shares to approve any transaction contemplated by this Article 7 or to elect a Board of Directors of the Corporation reasonably believed by such other Shareholder to be in favour of such transaction or (B) such director voting to approve or otherwise consenting to such transaction. (g) As used in this Article 7, a "SALE TRANSACTION" shall mean: (i) a merger, amalgamation, consolidation or other business combination or refinancing of the Corporation or any Subsidiary; (ii) a sale or other disposition of all, or substantially all of the capital stock of the Corporation or any Subsidiary; (iii) a sale, lease, exchange, Transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of all or substantially all of the assets of the Corporation or any Subsidiary; (iv) a public offering under applicable securities legislation (whether or not an Initial Public Offering); (vi) a share buy-back or a recapitalization of the Corporation; or (v) any other transaction that EdgeStone deems advisable in order to maximize shareholder value; provided that, in no event, shall a Collateral Benefit be obtained by holders of Series A Shares. The provisions of this Article 7 will continue to apply until an Offer is approved by EdgeStone and a transaction in respect thereof is completed or the amount due to EdgeStone is paid.If the

Exit Right. (a) In the event that: (i) EdgeStone has exercised its rights under Section 6.9 and, giving effect to such exercise, EdgeStone would cease to hold any Shares or Convertible Securities (other than EdgeStone Warrants), if the Corporation has not paid to EdgeStone in full the purchase price for the EdgeStone Common Purchased Securities as contemplated in Section 6.9 within: (x) 90 days following the EdgeStone Valuation Date; or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following the EdgeStone Valuation Date; or (ii) on the occurrence of an event triggering a redemption right under the Articles of Amendment, EdgeStone elects to require the Corporation to redeem all of its Series A Shares, if the Corporation has not paid to EdgeStone the amounts required to be paid upon such event as set out in the Articles of Amendment within: (x) 90 days, or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following after receipt by the Corporation of the request for redemption, then, provided that the Redemption Trigger Date has passed and provided that EdgeStone has not ceased to be a Shareholder, EdgeStone shall be entitled, at any time thereafter and in its sole discretion, to give written notice (an "EXIT NOTICEExit Notice") to the Corporation and each of the Shareholders stating that EdgeStone wishes to cause a Sale Transaction to occur. (b) Upon delivery of an Exit Notice by EdgeStone to the Corporation and the Shareholders: (i) the Corporation and Shareholders will cooperate as necessary or reasonably desirable on a timely basis to seek bona fide offers from third parties on such terms as EdgeStone may specify for the completion of the Sale Transaction; (ii) EdgeStone shall have the full power and authority to effect a Sale Transaction including seeking the advice of, canvassing and/or retaining (at the expense of the Corporation) one or more investment dealers in connection with providing advice generally as to how best to achieve a Sale Transaction; and (iii) EdgeStone shall also have the power and authority to solicit offers for a Sale Transaction which it determines in its sole discretion to be acceptable. (c) Upon receipt by the Corporation or EdgeStone of any offer in respect of a Sale Transaction acceptable to EdgeStone from a Person at arm's length to EdgeStone (an "OFFEROffer"), the Corporation will provide a copy of the Offer to EdgeStone and the other Shareholders, or, if the Offer is received by EdgeStone, EdgeStone shall provide a copy to the Corporation and the other Shareholders. If the Offer is delivered to the Corporation, EdgeStone shall have a period of 30 days from receipt of the Offer to indicate whether or not it approves of the Offer by providing written notice to the Corporation and the other Shareholders. (d) If EdgeStone approves an Offer, the Corporation and each of the Shareholders agree to take all actions necessary to effect the sale of the Corporation pursuant to the Offer and to immediately cause the liquidation and distribution of any resulting proceeds to the Shareholders in accordance with its articles and by-laws or pursuant to the Offer, including giving effect to the value of the liquidation preference contained in the share conditions relating to the Series A Shares and Series B Shares, and all applicable laws. (e) Each Shareholder other than EdgeStone hereby constitutes and appoints EdgeStone, on the terms set forth in Section 11.2, with full power of substitution, as the attorney for such Shareholder and in such Shareholder's name, place and stead and for such Shareholder's use and benefit, to sign, execute, certify, acknowledge, swear to, file, deliver and record any and all agreements, certificates, instruments and other documents which EdgeStone may deem necessary, desirable, or appropriate for the purposes of effecting the rights conferred by this Article 7 other than those relating to tax as the same may be amended, modified or supplemented from time to time provided that the representations, warranties and indemnities given by such Shareholder shall be limited to typical title, ownership and authority to sell representations. (f) Each of the Shareholders hereby waives any and all claims such Shareholder may have against any of the other Shareholders (and any of their Affiliates and their respective partners, members, directors, officers, employees, representatives or agents), or against any member of the Board of Directors of the Corporation, that such Shareholder or director of the Corporation has acted improperly or breached any duty owed to such Shareholder, to any other Shareholder of the Corporation, or to the Corporation or otherwise, by virtue of (A) such other Shareholder voting its Shares to approve any transaction contemplated by this Article 7 or to elect a Board of Directors of the Corporation reasonably believed by such other Shareholder to be in favour of such transaction or (B) such director voting to approve or otherwise consenting to such transaction. (g) As used in this Article 7, a "SALE TRANSACTIONSale Transaction" shall mean: (i) a merger, amalgamation, consolidation or other business combination or refinancing of the Corporation or any Subsidiary; (ii) a sale or other disposition of all, or substantially all of the capital stock of the Corporation or any Subsidiary; (iii) a sale, lease, exchange, Transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of all or substantially all of the assets of the Corporation or any Subsidiary; (iv) a public offering under applicable securities legislation (whether or not an Initial Public Offering); (vi) a share buy-back or a recapitalization of the Corporation; or (v) any other transaction that EdgeStone deems advisable in order to maximize shareholder value; provided that, in no event, shall a Collateral Benefit be obtained by holders of Series A Shares. The provisions of this Article 7 will continue to apply until an Offer is approved by EdgeStone and a transaction in respect thereof is completed or the amount due to EdgeStone is paid.