Common use of Withholding and Sale Rights Clause in Contracts

Withholding and Sale Rights. Each of Exchangeco, Callco, Lululemon and LIPO USA shall be entitled to deduct and withhold from (i) any Lululemon Common Shares, Exchangeable Shares, LIPO USA Options or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of LIPO Canada Shares who is not a Canadian Resident, or (ii) any dividend or consideration otherwise payable to any holder of LIPO Canada Shares, Lululemon Common Shares or Exchangeable Shares, such amounts as Exchangeco, Callco, Lululemon or LIPO USA, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the Lululemon Common Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of Exchangeco, Callco, Lululemon and LIPO USA is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the Lululemon Common Shares, Exchangeable Shares, LIPO USA Options or other non-cash consideration otherwise issuable or payable to such holder as is necessary to provide sufficient funds to Exchangeco, Callco, Lululemon or LIPO USA, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the Lululemon Common Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or Lululemon Common Shares , Exchangeable Shares, LIPO USA Options or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. None of Exchangeco, Callco, Lululemon or LIPO USA shall be obligated to seek or obtain a minimum price for any of the Lululemon Common Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

Withholding and Sale Rights. Each of Exchangeco, Callco, Lululemon and LIPO USA shall be entitled to deduct and withhold from (i) any Lululemon Common Shares, Exchangeable Shares, LIPO USA Options or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of LIPO Canada Shares who is not a Canadian Resident, or (ii) any dividend or consideration otherwise payable to any holder of LIPO Canada Shares, Lululemon Common Shares or Exchangeable Shares, such amounts as Exchangeco, Callco, Lululemon or LIPO USA, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the Lululemon Common Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of Exchangeco, Callco, Lululemon and LIPO USA is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the Lululemon Common Shares, Exchangeable Shares, LIPO USA Options or other non-cash consideration otherwise issuable or payable to such holder as is necessary to provide sufficient funds to Exchangeco, Callco, Lululemon or LIPO USA, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the Lululemon Common Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or Lululemon Common Shares , Exchangeable Shares, LIPO USA Options or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. None of Exchangeco, Callco, Lululemon or LIPO USA shall be obligated to seek or obtain a minimum price for any of the Lululemon Common Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.. ARTICLE 5

Withholding and Sale Rights. Each of ExchangecoDynamic, Callco, Lululemon AcquisitionCo and LIPO USA ExploreCo shall each be entitled to deduct and withhold from (i) any Lululemon Common Shares, Exchangeable Shares, LIPO USA Options ExploreCo Shares or Cash Consideration or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of LIPO Canada Shares person who is not a Canadian ResidentResident or has not certified that such person is resident in Canada for income tax purposes, or (ii) any dividend or consideration otherwise payable to any holder of LIPO Canada Shares, Lululemon Common Shares or Exchangeable Dynamic Shares, such amounts as ExchangecoDynamic, Callco, Lululemon AcquisitionCo or LIPO USAExploreCo, respectively, is required to deduct and withhold with respect to any or all such issuance issuances or paymentpayments, as the case may be, under the ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended. To the extent that the amount so required to be deducted or withheld from the Lululemon Common SharesExploreCo Shares or Cash Consideration, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of Exchangeco, Callco, Lululemon Dynamic and LIPO USA is AcquisitionCo are hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determinesthey determine, in its their sole discretion, such portion of the Lululemon Common Shares, Exchangeable Shares, LIPO USA Options ExploreCo Shares or other non-cash consideration otherwise issuable or payable to such holder as is necessary to provide sufficient funds to ExchangecoDynamic, Callco, Lululemon AcquisitionCo or LIPO USAExploreCo, as the case may be, to enable it them to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the Lululemon Common ExploreCo Shares or other consideration so sold or disposed of. To the extent that amounts are so withheld or Lululemon Common ExploreCo Shares , Exchangeable Shares, LIPO USA Options or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. None of ExchangecoDynamic, Callco, Lululemon or LIPO USA AcquisitionCo nor ExploreCo shall be obligated to seek or obtain a minimum price for any of the Lululemon Common ExploreCo Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.