OFFER TO PURCHASE FOR CASH EMERGIS INC ... - About TELUS

kind in respect of the Shares other than in the ordinary course of business consistent with past practice; (j) not amend its
articles or by-laws; (k) not settle or compromise any claim by any holder or former holder of Shares in connection with the
transactions contemplated by the Support Agreement; (l) except in the ordinary course or as required by applicable law,
not enter into or materially modify any Material Contract (as defined in the Support Agreement) if such action would
result in a Material Adverse Effect; (m) not liquidate or wind-up or dissolve Emergis or its Subsidiaries; (n) not amend the
articles or by-laws of any Subsidiary or purchase or redeem any securities of any Subsidiary, or create any new
subsidiaries; (o) except pursuant to a Pre-Acquisition Reorganization, not reorganize, amalgamate, consolidate, wind up
or merge Emergis or any Subsidiary with any other Person, nor acquire or agree to acquire any Person or business of any
other Person; (p) not sell, pledge, mortgage, lease or encumber any material assets; (q) except for commitments entered
into prior to the date of the Support Agreement which are not in the ordinary course and which are disclosed in the
Emergis Disclosure Letter or non-capital expenditures in the ordinary course of business consistent with past practices,
not make any individual expenditure or series thereof in excess of $200,000 or expenditures in the aggregate in excess of
$500,000; (r) maintain current insurance; (s) not reduce the stated capital of Emergis or any Subsidiary; (t) not make any
write down of assets or make changes to accounting practices; (u) not enter into any lease or sublease real property or
modify, amend or exercise any right to renew any lease or sublease of real property; (v) not create or change any Benefit
Plan (as defined in the Support Agreement); and (w) cause Emergis and its Subsidiaries to file all tax returns required to be
filed and not to make changes relating to its tax status.
Pre-Acquisition Reorganization: Emergis has agreed that, upon written notice provided by the Offeror at least
10 Business Days (as defined in the Support Agreement) prior to the Expiry Time, Emergis shall effect such
reorganization of its business, operations, Subsidiaries and assets or such other transactions (each, a “Pre-Acquisition
Reorganization”) as the Offeror reasonably requests prior to the Effective Date, provided that the Pre-Acquisition
Reorganizations are not prejudicial to Emergis, its Subsidiaries or its Shareholders in any material respect and (a) do not
result or are not likely to result in any breach by Emergis or any of its Subsidiaries of (i) any existing contract or
commitment of Emergis or its Subsidiaries; or (ii) any Law; or (b) would not reasonably be expected to impede or delay
the Offeror’s ability to take up and pay for the Shares tendered to the Offer. Without limiting the foregoing, Emergis shall
use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each
Pre-Acquisition Reorganization. The completion of any such Pre-Acquisition Reorganization shall be subject to the
satisfaction or waiver by the Offeror of the conditions of the Offer and shall be effected prior to any take-up by the Offeror
of Shares tendered to the Offer.
If the Offeror does not take up and pay for the Shares tendered to the Offer, the Offeror shall indemnify Emergis and
its Subsidiaries for any and all losses, costs and expenses, including reasonable legal fees and disbursements, incurred in
connection with any proposed Pre-Acquisition Reorganization.
Termination of Existing Discussions: Emergis has agreed to immediately cease and cause to be terminated any
existing discussions or negotiation by it or any Emergis Representative with any Person other than the Offeror regarding
an actual or potential Acquisition Proposal, whether or not initiated by Emergis. In connection therewith, Emergis has
agreed to cease to provide any access to information concerning Emergis and its Subsidiaries, and will promptly request,
in accordance with any confidentiality agreement signed with any such Person, the return or destruction of any
confidential information provided to such Person, and use its commercially reasonable efforts to ensure that such
requests are complied with.
Non-Solicitation Obligation of Emergis: Emergis has agreed that, except as expressly permitted in the Support
Agreement, it shall not, and shall cause Emergis Representatives not to, take any action of any kind which might, directly
or indirectly, interfere with the successful acquisition of Shares by the Offeror pursuant to the Offer or any Compulsory
Acquisition Transaction or Subsequent Acquisition Transaction, including any action to:
(a) solicit, assist, initiate, or knowingly encourage or otherwise facilitate any inquiries, proposals, offers or
expressions of interest regarding any actual or potential Acquisition Proposal;
(b) engage in any discussions or negotiations regarding any actual or potential Acquisition Proposal or accept or
enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement,
arrangement or undertaking related to any Acquisition Proposal;
(c) furnish or provide access to any information concerning Emergis, its Subsidiaries or their respective
businesses, properties or assets to any Person in connection with or that could reasonably be expected to
lead to or facilitate, an Acquisition Proposal;
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