Exemption. Based in part on the representations and warranties of the Purchaser set forth herein, the offer and sale of the Shares hereunder are being made in reliance upon the exemption from registration set forth in Regulation D promulgated under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).

Exemption. [Section 6.02(a)] of this Part [[Identifier]] shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Employer of a contribution (in addition to any minimum required contribution under Code [Section 430]) equal to:

Exemption. [Section 6.03(a)] of this Part [[Identifier]] above shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year (or if later, the effective date of the amendment), upon payment by the Employer of a contribution (in addition to any minimum required contribution under Code [Section 430]) equal to -

Exemption. [Section 6.05(a)] of this Part [[Identifier]] shall cease to apply with respect to any Plan Year, effective as of the first day of the Plan Year, upon payment by the Employer of a contribution (in addition to any minimum required contribution under Code [Section 430]) equal to the amount sufficient to result in an “adjusted funding target attainment percentage” of sixty percent (60%).

Exemption. The foregoing confidentiality and non-use obligations shall not apply to: # information already in the possession of the Receiving Party prior to its disclosure by the Disclosing Party as evidenced by contemporaneous written records; # information that is already in the public domain as of the date of disclosure to the Receiving Party or that comes into the public domain thereafter by publication or otherwise through no breach of the obligations of confidentiality and non-use hereunder by the Receiving Party, including with respect to [Section 8.8]; # information that has been disclosed to the Receiving Party from another source free from any obligation of confidentiality and that was not directly or indirectly obtained from the Disclosing Party; or # information that is developed independently by employees, subcontractors, consultants or agents of the Receiving Party or any of its Affiliates without use of, access to, or reliance upon the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records.

Prospectus Exemption. For purposes of compliance with National Instrument 45-106 - Prospectus Exemptions, the prospectus requirement does not apply to a distribution by an issuer in a security of its own issue with an employee, executive officer, director or consultant of the issuer or a related entity of the issuer provided participation in the distribution is voluntary, and accordingly, the Shares with respect to vested Restricted Stock Units, acquired under the Plan are acquired pursuant to the prospectus exemptions under Ontario securities laws.

ISA Exemption. The approval of the Israeli Securities Authority of an exemption from prospectus under Section 15D of the Israeli Securities Law – 1968 for the issuance of shares of Buyer Common Stock to employees of the Company or any of its Subsidiaries entitled thereto hereunder, pursuant to Section 1.5 (the “ISA Exemption”) shall have been obtained.

FINRA Exemption. To enable the Agent to rely on Rule 5110(h)(1)(C) of FINRA, the Partnership represents that on the date of execution of this Agreement the Partnership # has a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and # has been subject to the Exchange Act reporting requirements for a period of at least 36 months.

Tax Exemption. The tuition reimbursement paid under this Agreement is intended to qualify as a working condition fringe benefit under section 132(d) of the Internal Revenue Code of 1986. The program will help you in the performance of your current position, and is not intended to help you obtain a new position nor is the program required to perform your current job. If the payment is challenged as being not tax exempt (either as a working condition fringe benefit or for some other reason) and if deemed taxable as wages to you, you shall be solely responsible for all employment taxes, including and not limited to federal and state income taxes, State Disability Insurance taxes, Social Security Taxes and Medicare taxes, and any resulting penalties or interest, that are imposed as a result of the reclassification of the reimbursement as taxable wages, provided, that you shall not be responsible for any employment taxes that the Company would have paid had such payment been treated as wages when reimbursed.

Exemption Certificate. Prior to Closing hereunder, and notwithstanding any provision to the contrary herein contained, Purchaser shall provide evidence that Taxes have been paid, or Purchaser shall duly complete, execute and deliver to Seller any certificate, affidavit or other document as may be needed to support any exemption, exception, or exclusion from any and all Taxes that may be claimed or relied upon by Purchaser with respect to the subject transaction.