Common use of Covenants of the Purchaser Regarding the Conduct of Business Clause in Contracts

Covenants of the Purchaser Regarding the Conduct of Business. The Purchaser covenants and agrees that, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the Company’s consent in writing (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly permitted or specifically contemplated by this Agreement, (iii) as set out in the Purchaser Disclosure Letter, or (iv) as is otherwise required by applicable Law: (a) the businesses of the Purchaser and its subsidiaries will be conducted only in the ordinary course of business consistent in all respects with past practice, in accordance with applicable Laws, the Purchaser and its subsidiaries will comply with the terms of all Purchaser Material Contracts and the Purchaser and its subsidiaries will use commercially reasonable efforts to maintain and preserve intact its business organizations, assets, properties, rights, Permits, goodwill and business relationships and keep available the services of the officers, employees and consultants of the Purchaser and its subsidiaries as a group, it being expressly acknowledged and agreed that all actions taken by the Purchaser in connection with the BaseCore Transaction, the Spin-Off Transaction and any transaction disclosed in Section 4.2(a) of the Purchaser Disclosure Letter (the “Purchaser Pending Transactions”) shall be regarded as being in the ordinary course of business of the Purchaser for the purposes of the foregoing, provided that such Purchaser Pending Transactions (and any related actions of the Purchaser) are effected in all material respects in accordance with the terms and conditions described in Section 4.2(a) of the Purchaser Disclosure Letter; (b) without limiting the generality of Section 4.2(a) above and except as described in Section 4.2(b) of the Purchaser Disclosure Letter, the Purchaser will not, directly or indirectly: (i) alter or amend the articles, by-laws or other constating documents of the Purchaser or its subsidiaries; (ii) split, divide, consolidate, combine or reclassify the Purchaser Shares or any other securities of the Purchaser or its subsidiaries; (iii) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Purchaser Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Purchaser Shares or other equity or voting interests or other securities or any shares of its subsidiaries (including, for greater certainty, Purchaser Options and Purchaser RSRs or any other equity based awards), other than (A) pursuant to the exercise or settlement (as applicable) of Purchaser Options and Purchaser RSRs that are outstanding as of the date of this Agreement in accordance with their terms (as such terms are disclosed under Section 4.2(b)(iv) of the Purchaser Disclosure Letter), and (B) grants of Purchaser Options and Purchaser RSRs in the ordinary course of business consistent with past practice; (iv) redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Purchaser Shares or other securities or securities convertible into or exchangeable or exercisable for Purchaser Shares or any such other securities or any shares or other securities of its subsidiaries; (v) amend the terms of any securities of the Purchaser or its subsidiaries; (vi) adopt a plan of liquidation or pass any resolution providing for the liquidation or dissolution of the Purchaser or its subsidiaries; (vii) reorganize, amalgamate or merge the Purchaser with any other person and will not cause or permit its subsidiaries to reorganize, amalgamate or merge with any other person; (viii) reduce the stated capital of the shares of the Purchaser or its subsidiaries; (ix) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRS; or (x) enter into, modify or terminate any Contract with respect to any of the foregoing; (c) the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing of (i) any “material change” (as defined in the Securities Act) in relation to the Purchaser or its subsidiaries, (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (iii) any breach of this Agreement by the Purchaser, or (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.2(b) would not be satisfied; (d) Except as set out in Section 4.2(d) of the Purchaser Disclosure Letter, the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly: (i) sell, pledge, lease, licence, dispose of, mortgage or encumber or otherwise transfer any assets or properties of the Purchaser or its subsidiaries; (ii) acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction of a series of related transactions, any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities, contribution of capital, property transfer, or purchase of any property or assets of any other person; (iii) incur any capital expenditures, enter into any agreement obligating the Purchaser or its subsidiaries to provide for future capital expenditures or incur any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances; (iv) pay, discharge or satisfy any claim, liability or obligation prior to the same being due, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Purchaser Financial Statements, or voluntarily waive, release, assign, settle or compromise any Proceeding; (v) settle or compromise any action, claim or other Proceeding (i) relating to Litigation, or (ii) brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement; (vi) engage in any new business, enterprise or other activity that is inconsistent with the existing businesses of the Purchaser in the manner such existing businesses generally have been carried on or (as disclosed in the Purchaser Public Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement; (vii) except in connection with matters otherwise permitted under this Section 4.2, enter into any Contract that, if entered into prior to the date hereof, would be a Material Contract, or terminate, cancel, extend, renew or amend, modify or change any Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder; (viii) make any loan to any officer, director, employee or consultant of the Purchaser or its subsidiaries; or (ix) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing; (e) the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly, except in the ordinary course of business: (i) terminate, fail to renew, cancel, waive, release, grant or transfer any rights that are material to the Purchaser; or (ii) enter into any Contract containing any provision restricting or triggered by the transactions contemplated herein; (f) the Purchaser will use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by the Purchaser and its subsidiaries, including directors’ and officers’ insurance, not to be cancelled, terminated, amended or modified and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage comparable to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (g) neither the Purchaser nor its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted; (h) the Purchaser and its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable except for any Taxes contested in good faith pursuant to applicable Laws, and the Purchaser will not (A) change its tax accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable Law, (B) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Purchaser Financial Statements) (C) enter into any tax sharing, tax allocation or tax indemnification agreement, (D) make a request for a tax ruling to any Governmental Authority, or (E) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment; (i) the Purchaser will not, and will not cause or permit its subsidiaries to, enter into or renew any Contract that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; (j) the Purchaser will not, and will not cause or permit any of its subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and (k) as is applicable, the Purchaser will not, and will not cause or permit its subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing.

Covenants of the Purchaser Regarding the Conduct of Business. The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except except: (i) with the Company’s 's consent in writing (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or delayed, ; (ii) as expressly permitted or specifically contemplated by this Agreement, ; (iii) as set out in connection with the Purchaser Disclosure Letter, Financing; or (iv) as is otherwise required by applicable LawLaw or any Governmental Authority: (a) the businesses business of the Purchaser and its subsidiaries will be conducted only in the ordinary course of business consistent in all respects with past practicebusiness, in accordance in all material respects with applicable Laws, the Purchaser and its subsidiaries will materially comply with the terms of all Purchaser Material Contracts and material to the Purchaser and or its subsidiaries and will use commercially reasonable efforts to maintain and preserve intact its and their business organizations, assets, properties, rights, Permits, goodwill and business relationships in all material respects and to keep available the services of the its officers, employees and consultants of the Purchaser and its subsidiaries as a group, it being expressly acknowledged and agreed that all actions taken by the Purchaser in connection with the BaseCore Transaction, the Spin-Off Transaction and any transaction disclosed in Section 4.2(a) of the Purchaser Disclosure Letter (the “Purchaser Pending Transactions”) shall be regarded as being in the ordinary course of business of the Purchaser for the purposes of the foregoing, provided that such Purchaser Pending Transactions (and any related actions of the Purchaser) are effected in all material respects in accordance with the terms and conditions described in Section 4.2(a) of the Purchaser Disclosure Letter; (b) without limiting the generality of Section 4.2(a) above and except as described in Section 4.2(b) of the Purchaser Disclosure Letterabove, the Purchaser will not, directly or indirectly: (i) alter or amend the articles, by-laws notice of articles or other constating documents of the Purchaser or its subsidiaries; (ii) declare, set aside or pay any dividend or make any distribution or payment or return of capital in respect of any equity securities of the Purchaser or its subsidiaries (other than dividends, distributions, payment or returns of capital made to the Purchaser by its subsidiaries); (iii) split, divide, consolidate, combine or reclassify the Purchaser Shares or any other securities of the Purchaser or its subsidiaries; (iiiiv) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Purchaser Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Purchaser Shares or other equity or voting interests or other securities or any shares of its subsidiaries (including, for greater certainty, Purchaser Options and Purchaser RSRs or any other equity based awards)subsidiaries, other than than: (A) the issuance of Purchaser Shares pursuant to the exercise or settlement (as applicable) of Purchaser Options options, restricted share units and Purchaser RSRs deferred share units that are outstanding as of the date of this Agreement in accordance with their terms (as such terms are disclosed under Section 4.2(b)(iv) of the Purchaser Disclosure Letter), terms; and (B) grants the issuance of Purchaser Options and Purchaser RSRs in the ordinary course of business consistent with past practiceShares pursuant to existing property acquisition agreements; (ivv) redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Purchaser Shares or other securities or securities convertible into or exchangeable or exercisable for Purchaser Shares or any such other securities or any shares or other securities of its subsidiaries; (vvi) amend the terms of any securities of the Purchaser or its subsidiaries; (vivii) adopt a plan of liquidation or pass any resolution providing for the liquidation or dissolution of the Purchaser or any of its subsidiaries; (viiviii) reorganize, amalgamate or merge the Purchaser with any other person and will not cause or permit its subsidiaries to reorganize, amalgamate or merge with any other person; (viiiix) reduce the stated capital of the shares of the Purchaser or its subsidiaries; (ixx) enter into any Contracts or other arrangements regarding the control or management of the operations, or the appointment of governing bodies or enter into any joint ventures; (xi) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRS; or (xxii) enter into, modify or terminate any Contract with respect to any of the foregoing; (c) the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing of of: (i) any “"material change” " (as defined in the Securities Act) in relation to the Purchaser or its subsidiaries, ; (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, (iii) any breach of this Agreement by the Purchaser, or (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.2(b) would not be satisfied; (d) Except as set out in Section 4.2(d) of the Purchaser Disclosure Letter, the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly, except in connection with this Agreement: (i) sell, pledge, lease, licence, dispose of, mortgage or encumber or otherwise transfer any material assets or properties of the Purchaser or its subsidiaries, including without limitation with respect to the Purchaser Material Property (which, for the avoidance of doubt, shall not include the disposal by the Purchaser or its subsidiaries of obsolete assets or immaterial personal property); (ii) acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction of or a series of related transactions, any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities, contribution of capital, property transfer, transfer or purchase of any property or assets of any other person; (iii) incur any capital expenditures, enter into any agreement obligating the Purchaser or its subsidiaries to provide for future capital expenditures of US$250,000 in excess of the Purchaser's annual budget (which annual budget has been disclosed to the Company), or incur any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advancesadvances other than pursuant to a Contract in existence on the date hereof that is material to the Purchaser and its subsidiaries; (iv) pay, discharge or satisfy any claim, liability or obligation prior to the same being due, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Purchaser Financial Statements, or voluntarily waive, release, assign, settle or compromise any Proceeding; (v) settle or compromise any action, claim or other Proceeding (i) relating to Litigation, or (ii) brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement; (vi) engage in any new business, enterprise or other activity that is inconsistent with the existing businesses of the Purchaser in the manner such existing businesses generally have been carried on or (as disclosed in the Purchaser Public Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement; (vii) except in connection with matters otherwise permitted under this Section 4.2, enter into any Contract that, if entered into prior to the date hereof, would be a Material Contract, or terminate, cancel, extend, renew or amend, modify or change any Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder; (viii) make any loan to any officer, director, employee or consultant of the Purchaser or its subsidiaries; or (ixvi) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing; (e) the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly, except in the ordinary course of business: (i) terminate, fail to renew, cancel, waive, release, grant or transfer any rights that are material to the Purchaser; (ii) except in connection with matters otherwise permitted under this Section 4.2, enter into any Contract that, if entered into prior to the date hereof, would be a Contract that is material to the Purchaser and its subsidiaries, or terminate, cancel, extend, renew or amend, modify or change any Contract that is material to the Purchaser and its subsidiaries or waive, release or assign any material rights or claims thereto or thereunder; (iii) enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee) that is material to the Purchaser, or modify, amend or exercise any right to renew any lease or sublease of real property or acquire any interest in real property in each case that is material to the Purchaser; or (iiiv) enter into any Contract containing any provision restricting or triggered by the transactions contemplated herein; (f) neither the Purchaser nor any of its subsidiaries will, except in the ordinary course of business, or as is necessary to comply with applicable Laws or pursuant to any existing Contracts (including employment agreements) in effect on the date hereof: (i) grant to any officer, director, employee or consultant of the Purchaser or its subsidiaries an increase in compensation in any form; (ii) grant any general salary or fee increase, pay any fee, bonus, award (equity or otherwise) or other material compensation to the directors, officers, employees or consultants of the Purchaser or its subsidiaries other than the payment of salaries, fees and bonuses in the ordinary course of business; (iii) take any action with respect to the grant, acceleration or increase of any severance, change of control, retirement, retention or termination pay or amend any existing arrangement relating to the foregoing; (iv) enter into or modify any employment or consulting agreement with any officer or director of the Purchaser or its subsidiaries; (v) terminate the employment or consulting arrangement of any senior management employees, except for cause; (vi) increase any benefits payable under its current severance or termination pay policies; (vii) take any action to accelerate the time of payment of any compensation or benefits, amend or waive any performance, vesting or settlement criteria or accelerate vesting or settlement under the equity incentive plans of the Purchaser; or (viii) establish, adopt, enter into, amend or terminate any collective bargaining agreement or recognize any collective bargaining representative for any employees; (g) neither the Purchaser nor its subsidiaries will make any loan to any officer, director, employee or consultant of the Purchaser or its subsidiaries; (h) the Purchaser will use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by the Purchaser and its subsidiaries, including directors’ and officers’ insurance, subsidiaries not to be cancelled, terminated, amended or modified and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage comparable to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (gi) the Purchaser will promptly provide written notice to the Company of the resignation or termination of any of its key employees or consultants; (j) neither the Purchaser nor its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its material Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted; (hk) the Purchaser and each of its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof and all such Returns will be true, complete and correct in all material respects and respects, (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable except for any Taxes contested in good faith by appropriate proceedings pursuant to applicable Laws, and (iii) keep the Company reasonably informed, on a prompt basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than ordinary course communications which could not reasonably be expected to be material to the Purchaser and its subsidiaries); (l) the Purchaser and its subsidiaries will not not: (Ai) change its tax accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable Law; (ii) amend any Return or change any of its methods of reporting income or claiming deductions for Tax purposes from those employed in the preparation of its Returns for the taxation year ended December 31, 2022, except as may be required by applicable Law; (Biii) make, change or revoke any material election relating to Taxes; (iv) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, Taxes (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Purchaser Financial Statements) ); (Cv) enter into any tax sharing, tax allocation or tax indemnification agreement, ; (Dvi) make a request for a tax ruling to any Governmental Authority, ; or (Evii) agree to any extension or waiver of the limitation period relating to any material Tax claim or claim, assessment or reassessment; (im) the Purchaser will not, and will not cause or permit its subsidiaries to, enter into or renew any Contract Contract: (i) containing any provision restricting or triggered by the transactions contemplated herein; or (ii) that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; (jn) the Purchaser will not, and will not cause or permit any of its subsidiaries to, take any action which would render, or which reasonably may be expected to render, render any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Purchaser Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and (ko) as is applicable, the Purchaser will not, and will not cause or permit its subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing.

Covenants of the Purchaser Regarding the Conduct of Business. The Purchaser covenants and agrees as to itself and its to subsidiary that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the Company’s consent in writing (to the extent that such consent is permitted by applicable Law)writing, which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly required or permitted or specifically contemplated by this Agreement, (iii) as required by applicable Law or any Governmental Authority, (iv) in connection with the 92 Energy Transaction; (iv) in connection with the Concurrent Financing; or (v) as otherwise set out in the Purchaser Disclosure Letter, or (iv) as is otherwise required by applicable Law: (a) the businesses of the Purchaser and its subsidiaries subsidiary will be conducted only in the ordinary course of business consistent in all material respects with past practice, in accordance with applicable Laws, the Purchaser and its subsidiaries will comply with the terms of all Purchaser Material Contracts Laws and the Purchaser and its subsidiaries subsidiary will use commercially reasonable efforts to maintain and preserve intact its and their business organizations, assets, properties, rights, Permits, goodwill and business relationships with suppliers, partners and other persons with which the Purchaser or its subsidiary has business relations and keep available the services of the officers, employees and consultants of the Purchaser and its subsidiaries subsidiary as a group, it being expressly acknowledged and agreed that all actions taken by the Purchaser in connection with the BaseCore Transaction, the Spin-Off Transaction and any transaction disclosed in Section 4.2(a) of the Purchaser Disclosure Letter (the “Purchaser Pending Transactions”) shall be regarded as being in the ordinary course of business of the Purchaser for the purposes of the foregoing, provided that such Purchaser Pending Transactions (and any related actions of the Purchaser) are effected in all material respects in accordance with the terms and conditions described in Section 4.2(a) of the Purchaser Disclosure Letter; (b) without limiting the generality of Section 4.2(a) above and except as described in Section 4.2(b) of the Purchaser Disclosure Letterabove, the Purchaser will not, directly or indirectly: (i) alter or amend the articles, by-laws or other constating documents of the Purchaser or its subsidiariessubsidiary; (ii) split, divide, consolidate, combine or reclassify the Purchaser Shares or any other securities of the Purchaser or its subsidiariessubsidiary; (iii) except in relation to internal transactions solely involving the Purchaser and its subsidiary or in connection with the Concurrent Financing or the 92 Energy Transaction, issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Purchaser Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Purchaser Shares or other equity or voting interests or other securities or any shares of its subsidiaries subsidiary (including, for greater certaintycertainty Purchaser Options, Purchaser Options and Purchaser RSRs RSUs or any other equity based awards), other than (A) issuance of Purchaser Shares issuable pursuant to the exercise or settlement (as applicable) of Purchaser Options and Purchaser RSRs RSUs that are outstanding as of the date of this Agreement in accordance with their terms (as such terms are disclosed under Section 4.2(b)(iv) of the Purchaser Disclosure Letter)terms, and (B) grants of Purchaser Options and or Purchaser RSRs RSUs in the ordinary course of business and in amounts consistent with past practicepractice and the issuance of Purchaser Shares issuable pursuant to the exercise or settlement (as applicable) of such Purchaser Options or Purchaser RSUs, and (C) the issuance of Purchaser Shares pursuant to the terms of its existing Contracts; (iv) redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Purchaser Shares or other securities or securities convertible into or exchangeable or exercisable for Purchaser Shares or any such other securities or any shares or other securities of its subsidiariessubsidiary; (v) amend the terms of any securities of the Purchaser or its subsidiariesShares; (vi) adopt a plan of liquidation or pass any resolution providing for the liquidation or dissolution of the Purchaser or its subsidiariesPurchaser; (vii) except in connection with the 92 Energy Transaction, reorganize, amalgamate or merge the Purchaser with any other person and will not cause or permit its subsidiaries to reorganize, amalgamate or merge with any other person; (viii) reduce the stated capital of the shares of the Purchaser or its subsidiariessubsidiary; (ix) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRS; or (x) enter into, modify or terminate any Contract with respect to any of the foregoing; (c) the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing of (i) any “material change” (as defined in the Securities Act) in relation to the Purchaser or its subsidiariessubsidiary, (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, (iii) any breach of this Agreement by the Purchaser, or (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.2(b) would not be satisfied; (d) Except as set out in Section 4.2(d) of the Purchaser Disclosure Letter, the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly: (i) sell, pledge, lease, licence, dispose of, mortgage or encumber or otherwise transfer any assets or properties of the Purchaser or its subsidiaries; (ii) acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction of a series of related transactions, any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities, contribution of capital, property transfer, or purchase of any property or assets of any other person; (iii) incur any capital expenditures, enter into any agreement obligating the Purchaser or its subsidiaries to provide for future capital expenditures or incur any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances; (iv) pay, discharge or satisfy any claim, liability or obligation prior to the same being due, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Purchaser Financial Statements, or voluntarily waive, release, assign, settle or compromise any Proceeding; (v) settle or compromise any action, claim or other Proceeding (i) relating to Litigation, or (ii) brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement; (vi) engage in any new business, enterprise or other activity that is inconsistent with the existing businesses of the Purchaser in the manner such existing businesses generally have been carried on or (as disclosed in the Purchaser Public Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement; (vii) except in connection with matters otherwise permitted under this Section 4.2, enter into any Contract that, if entered into prior to the date hereof, would be a Material Contract, or terminate, cancel, extend, renew or amend, modify or change any Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder; (viii) make any loan to any officer, director, employee or consultant of the Purchaser or its subsidiaries; or (ix) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing; (e) the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly, except in the ordinary course of business: (i) terminate, fail to renew, cancel, waive, release, grant or transfer any rights that are material to the Purchaser; or (ii) enter into any Contract containing any provision restricting or triggered by the transactions contemplated herein; (f) the Purchaser will use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by the Purchaser and its subsidiaries, including directors’ and officers’ insurance, not to be cancelled, terminated, amended or modified and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage comparable to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (g) neither the Purchaser nor its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted; (h) the Purchaser and its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable except for any Taxes contested in good faith pursuant to applicable Laws, and the Purchaser will not (A) change its tax accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable Law, (B) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Purchaser Financial Statements) (C) enter into any tax sharing, tax allocation or tax indemnification agreement, (D) make a request for a tax ruling to any Governmental Authority, or (E) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment; (i) the Purchaser will not, and will not cause or permit its subsidiaries to, enter into or renew any Contract that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; (j) the Purchaser will not, and will not cause or permit any of its subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and (k) as is applicable, the Purchaser will not, and will not cause or permit its subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing.

Covenants of the Purchaser Regarding the Conduct of Business. The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the Company’s consent in writing (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly permitted or specifically contemplated by this Agreement, or (iii) as set out in the Purchaser Disclosure Letter, or (iv) as is otherwise required by applicable LawLaw or any Governmental Authority: (a) the businesses of the Purchaser and its subsidiaries will be conducted only in the ordinary course of business consistent in all respects with past practice, in accordance with applicable Laws, the Purchaser and its subsidiaries will comply with the terms of all Purchaser Material Contracts and the Purchaser and its subsidiaries Material Subsidiaries will use commercially reasonable efforts to maintain and preserve intact its and their business organizations, assets, properties, rights, Permits, goodwill and business relationships in all material respects and to keep available the services of the its officers, employees and consultants of the Purchaser and its subsidiaries the Purchaser Material Subsidiaries as a group, it being expressly acknowledged and agreed that all actions taken by the Purchaser in connection with the BaseCore Transaction, the Spin-Off Transaction and any transaction disclosed in Section 4.2(a) of the Purchaser Disclosure Letter (the “Purchaser Pending Transactions”) shall be regarded as being in the ordinary course of business of the Purchaser for the purposes of the foregoing, provided that such Purchaser Pending Transactions (and any related actions of the Purchaser) are effected in all material respects in accordance with the terms and conditions described in Section 4.2(a) of the Purchaser Disclosure Letter; (b) without limiting the generality of Section 4.2(a) above and except as described in Section 4.2(b) of the Purchaser Disclosure Letter, the Purchaser will not, directly or indirectly: (i) alter or amend the articles, by-laws its articles or other constating documents of in a manner that would be materially adverse to the Purchaser or its subsidiariesCompany Shareholders; (ii) split, divide, consolidate, combine or reclassify the Purchaser Shares or any other securities of the Purchaser or its subsidiariesin a manner that would be materially adverse to the Company Shareholders; (iii) issueamend the terms of the Purchaser Shares; (iv) adopt a plan of liquidation or pass any resolution providing for the liquidation or dissolution of the Purchaser or any of the Purchaser Material Subsidiaries; (v) reorganize, sellamalgamate or merge the Purchaser with any other person; (vi) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRS; (vii) take any action which could reasonably be expected to prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment; or (viii) enter into, modify or terminate any Contract with respect to any of the foregoing; (c) the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing of (i) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, (ii) any breach of this Agreement by the Purchaser, or (iii) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that the conditions in Section 7.2(b) would not be satisfied; (d) as is applicable, the Purchaser will not, and will not cause or permit the Purchaser Material Subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing; and (e) the Purchaser will notify the Company in writing in advance of any issuance, sale, grant, award, pledge, dispose disposition of or otherwise encumber other encumbrance or agree in advance of entering into any agreement to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Purchaser Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Purchaser Shares or other equity or voting interests or other securities or any shares of its subsidiaries (including, for greater certainty, Purchaser Options and Purchaser RSRs options, warrants or any other equity based awards), other than (A) the issuance of Purchaser Shares pursuant to the exercise or settlement (as applicable) of Purchaser Options and Purchaser RSRs options or warrants that are outstanding as of the date of this Agreement in accordance with their terms (as such terms are disclosed under Section 4.2(b)(iv) of the Purchaser Disclosure Letter), and (B) grants of Purchaser Options and Purchaser RSRs in the ordinary course of business consistent with past practice; (iv) redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Purchaser Shares or other securities or securities convertible into or exchangeable or exercisable for Purchaser Shares or any such other securities or any shares or other securities of its subsidiaries; (v) amend the terms of any securities of the Purchaser or its subsidiaries; (vi) adopt a plan of liquidation or pass any resolution providing for the liquidation or dissolution of the Purchaser or its subsidiaries; (vii) reorganize, amalgamate or merge the Purchaser with any other person and will not cause or permit its subsidiaries to reorganize, amalgamate or merge with any other person; (viii) reduce the stated capital of the shares of the Purchaser or its subsidiaries; (ix) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRS; or (x) enter into, modify or terminate any Contract with respect to any of the foregoing; (c) the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing of (i) any “material change” (as defined in the Securities Act) in relation to the Purchaser or its subsidiaries, (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (iii) any breach of this Agreement by the Purchaser, or (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.2(b) would not be satisfied; (d) Except as set out in Section 4.2(d) of the Purchaser Disclosure Letter, the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly: (i) sell, pledge, lease, licence, dispose of, mortgage or encumber or otherwise transfer any assets or properties of the Purchaser or its subsidiaries; (ii) acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction of a series of related transactions, any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities, contribution of capital, property transfer, or purchase of any property or assets of any other person; (iii) incur any capital expenditures, enter into any agreement obligating the Purchaser or its subsidiaries to provide for future capital expenditures or incur any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances; (iv) pay, discharge or satisfy any claim, liability or obligation prior to the same being due, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Purchaser Financial Statements, or voluntarily waive, release, assign, settle or compromise any Proceeding; (v) settle or compromise any action, claim or other Proceeding (i) relating to Litigation, or (ii) brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement; (vi) engage in any new business, enterprise or other activity that is inconsistent with the existing businesses of the Purchaser in the manner such existing businesses generally have been carried on or (as disclosed in the Purchaser Public Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement; (vii) except in connection with matters otherwise permitted under this Section 4.2, enter into any Contract that, if entered into prior to the date hereof, would be a Material Contract, or terminate, cancel, extend, renew or amend, modify or change any Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder; (viii) make any loan to any officer, director, employee or consultant of the Purchaser or its subsidiaries; or (ix) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing; (e) the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly, except in the ordinary course of business: (i) terminate, fail to renew, cancel, waive, release, grant or transfer any rights that are material to the Purchaser; or (ii) enter into any Contract containing any provision restricting or triggered by the transactions contemplated herein; (f) the Purchaser will use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by the Purchaser and its subsidiaries, including directors’ and officers’ insurance, not to be cancelled, terminated, amended or modified and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage comparable to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (g) neither the Purchaser nor its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted; (h) the Purchaser and its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable except for any Taxes contested in good faith pursuant to applicable Laws, and the Purchaser will not (A) change its tax accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable Law, (B) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Purchaser Financial Statements) (C) enter into any tax sharing, tax allocation or tax indemnification agreement, (D) make a request for a tax ruling to any Governmental Authority, or (E) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment; (i) the Purchaser will not, and will not cause or permit its subsidiaries to, enter into or renew any Contract that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; (j) the Purchaser will not, and will not cause or permit any of its subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and (k) as is applicable, the Purchaser will not, and will not cause or permit its subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoingterms.

Covenants of the Purchaser Regarding the Conduct of Business. The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the Company’s 's consent in writing (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly permitted or specifically contemplated by this Agreement, or (iii) as set out in the Purchaser Disclosure Letter, or (iv) as is otherwise required by applicable LawLaw or any Governmental Authority: (a) the businesses of the Purchaser and its subsidiaries the Purchaser Material Subsidiaries will be conducted only in the ordinary course of business consistent in all material respects with past practice, in accordance with applicable Laws, the Purchaser and its subsidiaries will comply with the terms of all Purchaser Material Contracts Laws and the Purchaser and its subsidiaries Purchaser Material Subsidiaries will use commercially reasonable efforts to maintain and preserve intact its and their business organizations, assets, properties, rights, Permits, goodwill and business relationships with suppliers, partners and other persons with which the Purchaser or any of the Purchaser Material Subsidiaries has business relations and keep available the services of the officers, employees and consultants of the Purchaser and its subsidiaries the Purchaser Material Subsidiaries as a group, it being expressly acknowledged and agreed that all actions taken by the Purchaser in connection with the BaseCore Transaction, the Spin-Off Transaction and any transaction disclosed in Section 4.2(a) of the Purchaser Disclosure Letter (the “Purchaser Pending Transactions”) shall be regarded as being in the ordinary course of business of the Purchaser for the purposes of the foregoing, provided that such Purchaser Pending Transactions (and any related actions of the Purchaser) are effected in all material respects in accordance with the terms and conditions described in Section 4.2(a) of the Purchaser Disclosure Letter; (b) without limiting the generality of Section 4.2(a) above and except as described in Section 4.2(b) of the Purchaser Disclosure Letterabove, the Purchaser will not, directly or indirectly: (i) alter or amend the articles, by-laws or other constating documents of the Purchaser or its subsidiariesthe Purchaser Material Subsidiaries; (ii) split, divide, consolidate, combine or reclassify the Purchaser Shares or any other securities of the Purchaser or its subsidiariesthe Purchaser Material Subsidiaries; (iii) except in relation to internal transactions solely involving the Purchaser and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries, issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Purchaser Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Purchaser Shares or other equity or voting interests or other securities or any shares of its subsidiaries the Purchaser Material Subsidiaries (including, for greater certainty, Purchaser Options and Purchaser RSRs stock options, restricted share units, performance share units or deferred share units or any other equity based awards), other than (A) issuance of Purchaser Shares issuable pursuant to the exercise or settlement (as applicable) of Purchaser Options and Purchaser RSRs stock options, restricted share units, performance share units or deferred share units that are outstanding as of the date of this Agreement in accordance with their terms (as such terms are disclosed under Section 4.2(b)(iv) of the Purchaser Disclosure Letter)terms, and (B) grants of Purchaser Options and Purchaser RSRs stock options, restricted share units, performance share units or deferred share units in the ordinary course of business and in amounts consistent with past practicepractice and the issuance of Purchaser Shares issuable pursuant to the exercise or settlement (as applicable) of such stock options, restricted share units, performance share units or deferred share units, and (C) subject to compliance with Section 4.7(g), issuance of Purchaser Shares in connection with the acquisition of securities or assets of one or more third parties, provided that the aggregate number of Purchaser Shares issued in respect of all such transactions, individually or in the aggregate, shall not exceed 5% of the Purchaser Shares issued and outstanding at the date hereof; (iv) except in accordance with any normal course issuer bid, redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Purchaser Shares or other securities or securities convertible into or exchangeable or exercisable for Purchaser Shares or any such other securities or any shares or other securities of its subsidiaries; (v) amend the terms of any securities of the Purchaser or its subsidiariesShares; (vi) adopt a plan of liquidation except in connection with transactions permitted by Section 4.2(b)(iii) or pass any resolution providing for the liquidation or dissolution of the Purchaser or its subsidiaries; (vii) Section 4.2(d)(ii), reorganize, amalgamate or merge the Purchaser with any other person and will not cause or permit its subsidiaries to reorganize, amalgamate or merge the Purchaser Material Subsidiaries with any other person; (viiivii) reduce the stated capital of the shares of the Purchaser or its subsidiariesthe Purchaser Material Subsidiaries; (ixviii) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRS; or (xix) enter into, modify or terminate any Contract with respect to any of the foregoing; (c) the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing of (i) any “material change” (as defined in the Securities Act) in relation to the Purchaser or its subsidiaries, (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, (iiiii) any breach of this Agreement by the Purchaser, or (iviii) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.2(b) would not be satisfied; (d) Except as set out in Section 4.2(d) of the Purchaser Disclosure Letter, the Purchaser will not, and will not cause or permit its subsidiaries the Purchaser Material Subsidiaries to, directly or indirectly, except in connection with this Agreement: (i) sell, pledge, lease, licence, dispose of, mortgage or encumber of or otherwise transfer any assets or properties of the Purchaser or its subsidiaries, having a fair market value, individually or in the aggregate, in excess of US$250,000,000, other than in connection with the negotiation of a secured credit facility with a financial institution; (ii) acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction of a series of related transactions, any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities, contribution of capital, property transfer, or purchase of any property or assets of any other person; (iii) incur any capital expenditures, enter into any agreement obligating the Purchaser or its subsidiaries to provide for future capital expenditures or incur any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances; (iv) pay, discharge or satisfy any claim, liability or obligation prior to the same being due, other than (A) the paymentacquisition of any raw materials in the ordinary course of business pursuant to a Contract in existence on the date hereof, discharge or satisfaction, (B) acquisitions in the ordinary course of business, of liabilities reflected or reserved against in the Purchaser Financial Statements, or voluntarily waive, release, assign, settle or compromise any Proceeding; ; (vC) settle or compromise any action, claim or other Proceeding (i) relating to Litigationtransactions permitted by Section 4.2(b)(iii)(C), or (iiD) brought by any presentsubject to compliance with Section 4.7(g), former transactions having a fair market value, individually or purported holder in the aggregate, not in excess of its securities in connection with the transactions contemplated by this Agreement or the Arrangement;$500,000,000; and (vi) engage in any new business, enterprise or other activity that is inconsistent with the existing businesses of the Purchaser in the manner such existing businesses generally have been carried on or (as disclosed in the Purchaser Public Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement; (vii) except in connection with matters otherwise permitted under this Section 4.2, enter into any Contract that, if entered into prior to the date hereof, would be a Material Contract, or terminate, cancel, extend, renew or amend, modify or change any Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder; (viii) make any loan to any officer, director, employee or consultant of the Purchaser or its subsidiaries; or (ixiii) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing; (e) except as would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, the Purchaser will not, and will not cause or permit its subsidiaries the Purchaser Material Subsidiaries to, directly or indirectly, except in the ordinary course of business: (i) terminate, fail to renew, cancel, waive, release, grant or transfer any rights that are material to the Purchaser; or (ii) enter into any Contract containing any provision restricting or triggered by the transactions contemplated hereinPurchaser and its subsidiaries, taken as a whole; (f) the Purchaser will use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by the Purchaser and its subsidiaries, including directors’ and officers’ insurance, not to be cancelled, terminated, amended or modified and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage comparable to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (g) neither the Purchaser nor its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses except as now being conducted; (h) the Purchaser and its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable except for any Taxes contested in good faith pursuant to applicable Laws, and the Purchaser will not (A) change its tax accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable Law, (B) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Purchaser Financial Statements) (C) enter into any tax sharing, tax allocation or tax indemnification agreement, (D) make a request for a tax ruling to any Governmental Authority, or (E) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment; (i) the Purchaser will not, and will not cause or permit its subsidiaries to, enter into or renew any Contract that would reasonably be expected to prevent have, individually or significantly impede or materially delay in the completion of the Arrangement; (j) aggregate, a Purchaser Material Adverse Effect, the Purchaser will not, and will not cause or permit any of its subsidiaries the Purchaser Material Subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and (kg) as is applicable, the Purchaser will not, and will not cause or permit its subsidiaries the Purchaser Material Subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing, except as permitted above.

Covenants of the Purchaser Regarding the Conduct of Business. The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time Closing Date and the time that this Agreement is terminated in accordance with its terms, except except: (i) with the Company’s Plus Products’ consent in writing (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or delayed, ; (ii) as expressly permitted or specifically contemplated by this Agreement, ; or (iii) as set out in the Purchaser Disclosure Letter, or (iv) as is otherwise required by applicable LawLaw or any Governmental Authority: (a) the businesses of the Purchaser and its subsidiaries will be conducted only in the ordinary course of business consistent in all respects with past practice, in accordance with applicable Laws, the Purchaser and its subsidiaries will comply with the terms of all Purchaser Material material Contracts and the Purchaser and its subsidiaries will use commercially reasonable efforts to maintain and preserve intact its and their business organizations, assets, properties, rights, Permits, goodwill and business relationships and keep available the services of the its officers, employees and consultants of the Purchaser and its subsidiaries as a group, it being expressly acknowledged and agreed that all actions taken by the Purchaser in connection with the BaseCore Transaction, the Spin-Off Transaction and any transaction disclosed in Section 4.2(a) of the Purchaser Disclosure Letter (the “Purchaser Pending Transactions”) shall be regarded as being in the ordinary course of business of the Purchaser for the purposes of the foregoing, provided that such Purchaser Pending Transactions (and any related actions of the Purchaser) are effected in all material respects in accordance with the terms and conditions described in Section 4.2(a) of the Purchaser Disclosure Letter; (b) without limiting the generality of Section 4.2(a) above and except as described in Section 4.2(b) of the Purchaser Disclosure Letterabove, the Purchaser will not, directly or indirectly: (i) alter or amend the articles, by-laws or other constating documents of the Purchaser or its subsidiariesPurchaser; (ii) split, divide, consolidate, combine or reclassify the Purchaser Common Shares or any other securities of the Purchaser or its subsidiaries; (iii) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Purchaser Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Purchaser Shares or other equity or voting interests or other securities or any shares of its subsidiaries (including, for greater certainty, Purchaser Options and Purchaser RSRs or any other equity based awards), other than (A) pursuant to the exercise or settlement (as applicable) of Purchaser Options and Purchaser RSRs that are outstanding as of the date of this Agreement except in accordance with their terms (as such terms are disclosed under Section 4.2(b)(iv) of the Purchaser Disclosure Letter)any normal course issuer bid, and (B) grants of Purchaser Options and Purchaser RSRs in the ordinary course of business consistent with past practice; (iv) redeem, purchase or otherwise acquire or subject to any LienEncumbrance, any of its outstanding Purchaser Common Shares or other securities or securities convertible into or exchangeable or exercisable for Purchaser Common Shares or any such other securities or any shares or other securities of its subsidiaries; (viv) amend the terms of the Purchaser Common Shares; (v) except in connection with transactions permitted by Section 4.2(b)(iii) or Section 4.2(d)(ii), reorganize, amalgamate or merge the Purchaser or the Purchaser Material Subsidiaries with any securities other person; (vi) reduce the stated capital of the shares of the Purchaser or its subsidiariesthe Purchaser Material Subsidiaries; (vivii) adopt a plan of liquidation or pass any resolution providing for the liquidation or dissolution of the Purchaser or its subsidiaries; (vii) reorganize, amalgamate or merge the Purchaser with any other person and will not cause or permit its subsidiaries to reorganize, amalgamate or merge with any other personPurchaser; (viii) reduce the stated capital of the shares of the Purchaser or its subsidiaries; (ix) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRSGAAP; or (xix) enter into, modify or terminate any Contract contract with respect to any of the foregoing; (c) the Purchaser will immediately notify the Company Plus Products orally and then promptly as soon as reasonably practicable notify the Company Purchaser in writing of of: (i) any “material change” (as defined in the Securities Act) in relation to the Purchaser or its subsidiaries, (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, ; (iiiii) any breach of this Agreement by the Purchaser, ; or (iviii) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Closing Date, inaccurate such that any of the conditions in Section 7.2(b5.2(a) would not be satisfied; (d) Except as set out in Section 4.2(d) of the Purchaser Disclosure Letter, the Purchaser will not, and will not cause or permit its subsidiaries the Purchaser Material Subsidiaries to, directly or indirectly, except in connection with this Agreement: (i) sell, pledge, lease, licence, dispose of, mortgage or encumber of or otherwise transfer any assets or properties of the Purchaser or its subsidiaries, having a fair market value, individually or in the aggregate, in excess of US$500,000, other than in connection with its ordinary course of business, including, without limitation the negotiation of a secured credit facility with one or more financial institutions; (ii) acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction of a series of related transactions, any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities, contribution of capital, property transfer, or purchase of any property or assets of any other person; , other than: (iiiA) incur any capital expenditures, enter into any agreement obligating the Purchaser or its subsidiaries to provide for future capital expenditures or incur any indebtedness (including the making acquisition of any payments raw materials in respect thereof, including any premiums or penalties thereon or fees the ordinary course of business pursuant to a Contract in respect thereofexistence on the date hereof; (B) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances; (iv) pay, discharge or satisfy any claim, liability or obligation prior to the same being due, other than the payment, discharge or satisfaction, acquisitions in the ordinary course of business; (C) transactions permitted by Section 4.2(b)(iii); or (D) transactions having a fair market value, of liabilities reflected individually or reserved against in the Purchaser Financial Statementsaggregate, or voluntarily waive, release, assign, settle or compromise any Proceeding;not in excess of US$500,000; and (v) settle or compromise any action, claim or other Proceeding (i) relating to Litigation, or (ii) brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement; (vi) engage in any new business, enterprise or other activity that is inconsistent with the existing businesses of the Purchaser in the manner such existing businesses generally have been carried on or (as disclosed in the Purchaser Public Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement; (vii) except in connection with matters otherwise permitted under this Section 4.2, enter into any Contract that, if entered into prior to the date hereof, would be a Material Contract, or terminate, cancel, extend, renew or amend, modify or change any Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder; (viii) make any loan to any officer, director, employee or consultant of the Purchaser or its subsidiaries; or (ixiii) authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing; (e) except as would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, the Purchaser will not, and will not cause or permit its subsidiaries the Purchaser Material Subsidiaries to, directly or indirectly, except in the ordinary course of business: (i) terminate, fail to renew, cancel, waive, release, grant or transfer any rights that are material to the Purchaser; or (ii) enter into any Contract containing any provision restricting or triggered by the transactions contemplated hereinPurchaser and its subsidiaries, taken as a whole; (f) the Purchaser will use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by the Purchaser and its subsidiaries, including directors’ and officers’ insurance, not to be cancelled, terminated, amended or modified and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage comparable to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (g) neither the Purchaser nor its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses except as now being conducted; (h) the Purchaser and its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable except for any Taxes contested in good faith pursuant to applicable Laws, and the Purchaser will not (A) change its tax accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable Law, (B) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Purchaser Financial Statements) (C) enter into any tax sharing, tax allocation or tax indemnification agreement, (D) make a request for a tax ruling to any Governmental Authority, or (E) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment; (i) the Purchaser will not, and will not cause or permit its subsidiaries to, enter into or renew any Contract that would reasonably be expected to prevent have, individually or significantly impede or materially delay in the completion of the Arrangement; (j) aggregate, a Purchaser Material Adverse Effect, the Purchaser will not, and will not cause or permit any of its subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) at any time prior to the Effective Closing Date if then made; and (kg) as is applicable, the Purchaser will not, and will not cause or permit its subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing.