Common use of Agreement to Vote Xxxxxx Point Subject Securities Clause in Contracts

Agreement to Vote Xxxxxx Point Subject Securities. (a) The Shareholder hereby covenants, undertakes and agrees that it shall: (i) vote (or cause to be voted) all of the Xxxxxx Point Subject Securities (to the extent that such Xxxxxx Point Subject Securities are entitled to a vote in respect of such matters): (A) in favour of the approval, consent, ratification and adoption of the resolution approving the Arrangement (the “Arrangement Resolution”), and the Arrangement Agreement (and any actions required in furtherance thereof), including as required by the TSX Venture Exchange (“TSXV”) and pursuant to the Business Corporations Act (British Columbia), and at every meeting of the securityholders of Xxxxxx Point at which such matters are considered and at every adjournment or postponement thereof, and not withdraw any proxies or change its vote in respect thereof; and (B) against any resolution proposed by Xxxxxx Point or any other person that could adversely affect or reduce the likelihood of the successful completion of the Arrangement or delay or interfere with, the completion of the Arrangement; (ii) deliver, or cause to be delivered, to Xxxxxx Point's transfer agent, or as otherwise directed by Xxxxxx Point, after receipt of proxy materials for, and no later than fifteen (15) calendar days before the date of the Xxxxxx Point Meeting, or any other meeting of the securityholders (or any of them) of Xxxxxx Point called for the purpose of approving the Arrangement Resolution and the Arrangement Agreement, a duly executed proxy or form of proxy directing that the Xxxxxx Point Subject Securities be voted at such meeting in favour of the Arrangement Resolution and the foregoing related matters; (iii) not support any action that is intended or could be expected to impede, interfere with, delay, postpone or discourage the completion of the Arrangement; and (iv) not do anything that could be expected to frustrate or hinder the consummation of the Arrangement. (b) The Shareholder shall not, and hereby agrees not to: (i) assert or exercise any dissent rights in respect of the Arrangement that the Shareholder may have; or (ii) commence or participate in, and shall, and hereby agrees to, take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Xxxxxx Point or Northern Dynasty or any of their subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of the Arrangement Agreement or the consummation of the Arrangement. (c) The Shareholder hereby revokes any and all previous proxies granted that may conflict or be inconsistent with the matters set forth in this Agreement and the Shareholder agrees not to, directly or indirectly, grant any other proxy or power of attorney with respect to the matters set forth in this Agreement except as expressly required or permitted by this Agreement.