Common use of Covenants of the Securityholder Clause in Contracts

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall not, without having first obtained the prior written consent of USBTC: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than (A) pursuant to the Arrangement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactions, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement, (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Shareholders or give consents or approval of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes and agrees, from the date of this Agreement until the Expiry Time, to vote (or cause to be voted) all the Subject Securities at any meeting of any of the Hut Shareholders at which the Securityholder is entitled to vote in respect of such Subject Securities, including without limitation the Hut Meeting, and in any action by written consent of the Hut Shareholders: (i) in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, the Arrangement Resolution) and the transactions contemplated by the Business Combination Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Agreement); and (ii) against (A) any Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement); and (B) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy or voting instruction form, duly completed and executed in respect of all of the Subject Securities, at least ten Business Days prior to the Hut Meeting, voting all such Subject Securities in favour of the Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it nor any Person on its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement. (c) The Securityholder hereby covenants, undertakes and agrees to immediately cease and cause to be terminated any existing solicitation, discussion or negotiation commenced prior to the date of this Agreement with any Person (other than USBTC or an Affiliate thereof) by such Securityholder or, if applicable, any of its officers, directors, employees, representatives or agents with respect to any potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agents; (d) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, the Securityholder agrees, until the Expiry Time: (i) not to exercise any rights of appraisal, Dissent Rights or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination Agreement; (ii) not to bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying in any material respect such transactions or any aspect thereof; (iii) not to take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, the completion of the transactions contemplated by the Business Combination Agreement; (iv) to cooperate with Hut and USBTC to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreement, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); (vi) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTC) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (vii) not to accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); and (viii) not to cooperate in any way with, or knowingly assist or participate in, any effort or attempt by any other Person to do or seek to do any of the foregoing. (e) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by Hut, USBTC or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Agreement; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authority and the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX). (f) Except as required by applicable Law, applicable stock exchange requirements or the Business Combination Agreement, the Securityholder shall not make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Business Combination Agreement without the prior written approval of USBTC.

Covenants of the Securityholder. (a) 1.1 The Securityholder acknowledges and agrees that he, she or it has received a copy of the Merger Agreement and, in particular, has been made aware of the provisions of Article VII of the Merger Agreement 1.2 The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall not, without having first obtained the prior written consent of USBTC: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than (A) pursuant to the Arrangement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactions, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement, (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Shareholders or give consents or approval of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes and agrees, from the date hereof until the earlier of: (i) the termination of this Support Agreement until pursuant to Article 3 hereof; and (ii) the Expiry TimeEffective Date, except in accordance with the terms of this Support Agreement: (a) to irrevocably vote (or cause to be votedvoted at the Parent Meeting (including at any adjournment or postponement thereof) all the Subject Securities at any meeting Shares in favour of any of resolutions approving the Hut Shareholders Merger and other related matters or resolutions necessary or desirable to implement the Merger to be considered at which the Parent Meeting and to deliver a proxy, or to the extent that the Securityholder is entitled to vote in respect of such Subject Securitiesa beneficial owner, including without limitation the Hut Meeting, and in any action by written consent of the Hut Shareholders: (i) in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, the Arrangement Resolution) and the transactions contemplated by the Business Combination Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Agreement); and (ii) against (A) any Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement); and (B) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy or a voting instruction form, in each case duly completed and executed in respect of all of the Subject SecuritiesShares, at least ten Business Days giving effect to such vote no later than 10 business days prior to the Hut Parent Meeting, voting all such Subject Securities in favour of the Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it nor ; (b) not to exercise any Person on its behalf will take dissent rights or any action other rights available to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory delay, upset or other rights which challenge the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement.Merger; (c) The Securityholder hereby covenantsnot to exercise any shareholder rights or remedies available at common law pursuant to applicable securities or other laws to delay, undertakes and agrees to immediately cease and cause to be terminated any existing solicitationhinder, discussion upset or negotiation commenced prior to challenge the date of this Agreement with any Person (other than USBTC or an Affiliate thereof) by such Securityholder or, if applicable, any of its officers, directors, employees, representatives or agents with respect to any potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agentsMerger; (d) not to option, sell, assign, transfer, alienate, dispose of, gift, grant, pledge, create or permit an encumbrance on, grant a security interest in or otherwise convey any Subject Shares or any voting rights attached thereto or any other right or interest therein, or agree to do any of the terms and conditions of this Agreement (includingforegoing, provided that, for the avoidance of doubt, Section 4.5: (i) or except as may the Securityholder shall be expressly permitted entitled to exercise any Convertible Securities held by the Business Combination Securityholder during the term of this Support Agreement, and (ii) any Subject Shares issued on exercise of Convertible Securities during the term of this Support Agreement shall be subject to the terms of this Support Agreement; (e) not to grant or by USBTC agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust or pooling agreement or Merger or enter into or subject any of such Subject Shares to any other agreement, Merger, understanding or commitment, formal or informal, with respect to or relating to the voting thereof, other than in writingsupport of the resolution approving the Merger and other related matters to be considered at the Parent Meeting; (f) not to requisition or join in the requisition of any meeting of the shareholders of EFI for the purpose of considering any resolution; (g) not to, in any manner, directly or indirectly, including through any Representative, solicit, initiate, or knowingly encourage any inquiries, proposals, offers or public announcements (or the Securityholder agreessubmission or initiation of any of the foregoing) from any person regarding any Acquisition Proposal, until engage in any negotiations concerning, or provide any information to, or have any discussions with or otherwise cooperate with, any person relating to an Acquisition Proposal, or otherwise knowingly facilitate or knowingly encourage any effort or attempt to make or implement an Acquisition Proposal; (h) not to solicit or arrange or provide assistance to any other person to arrange for the Expiry Time:solicitation of, purchases of or offers to sell Parent Common Shares or act in concert or jointly with any other person for the purpose of acquiring Parent Common Shares for the purpose of affecting the control of EFI; (i) not to exercise deposit or cause to be deposited the Securityholder’s Subject Shares under any rights of appraisal, Dissent Rights or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination AgreementAcquisition Proposal; (ii) not to bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying in any material respect such transactions or any aspect thereof; (iiij) not to take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, with the completion of of, the transactions contemplated by the Business Combination Merger Agreement; (ivk) to cooperate with Hut immediately cease, cause its Representatives to cease and USBTC cause to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreementbe terminated any existing solicitations, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); (vi) not to participate in any discussions or negotiations with any Person parties (other than USBTC with EFI or an Affiliate Uranerz or any Representative of USBTCEFI or Uranerz) regarding with respect to any inquiry, proposal Acquisition Proposal or offer that constitutes or may reasonably be expected to constitute or lead to an any potential Acquisition Proposal; (viil) not to accept promptly notify Uranerz, at first orally and then in writing, of all Acquisition Proposals currently under consideration or enter intoof which the Securityholder is aware; (m) to immediately notify Uranerz of any proposal, inquiry, offer or publicly propose request of which the Securityholder, to accept or enter intothe knowledge of the Securityholder, any letter of intentits directors, agreementofficers, arrangement employees, representatives or understanding related agents becomes, directly or indirectly, aware: relating to any Acquisition Proposal (other than an Acquisition Proposal made by USBTC or potential Acquisition Proposal; for discussions or negotiations in respect of an Affiliate of USBTC pursuant Acquisition Proposal or potential Acquisition Proposal; for non-public information relating to EFI; or any material amendments to the Business Combination Agreement)foregoing. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of, and the identity of the person making, such proposal, inquiry, offer or request and such other details of the proposal, inquiry, offer or request as Uranerz may reasonably request; and (viiin) not to cooperate in take any way with, action to encourage or knowingly assist or participate in, any effort or attempt by any other Person to do or seek person to do any of the foregoingprohibited acts referred to in the foregoing provisions of this Section 1.2. (e) The 1.3 Nothing in this Article 1 shall prevent a Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by Hut, USBTC or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Agreement; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf who is a member of the Securities Authority and board of directors of EFI or is a senior officer of EFI from engaging, in the Electronic Data GatheringSecurityholder’s capacity as a director or senior officer of EFI, Analysisin discussions or negotiations with a person in response to an Acquisition Proposal in circumstances where EFI is permitted by Section 7.2 of the Merger Agreement to engage in such discussions or negotiations, and Retrieval system provided further that no disclosure or notification is required under clauses 1.2(l) or (EXXXX). (fm) Except as if the board of directors of EFI has determined that disclosure or notification of such Acquisition Proposal, proposal, inquiry, offer or request would not be required by applicable Law, applicable stock exchange requirements or EFI under Section 7.2 of the Business Combination Merger Agreement. For greater certainty, the Securityholder acknowledges that this Section 1.3 shall not make any public announcement or statement affect the Securityholder’s obligation to vote the Subject Shares in favour of the Parent Resolution in accordance with respect to the transactions contemplated herein or pursuant to the Business Combination Agreement without the prior written approval terms and conditions of USBTCthis Support Agreement.

Covenants of the Securityholder. (a) 1.1 The Securityholder acknowledges and agrees that he, she or it has received a copy of the Merger Agreement and, in particular, has been made aware of the provisions of Article VII of the Merger Agreement 1.2 The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall not, without having first obtained the prior written consent of USBTC: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than (A) pursuant to the Arrangement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactions, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement, (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Shareholders or give consents or approval of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes and agrees, from the date hereof until the earlier of: (i) the termination of this Support Agreement until pursuant to Article 3 hereof; and (ii) the Expiry TimeEffective Date, except in accordance with the terms of this Support Agreement: (a) to irrevocably vote (or cause to be votedvoted at the Target Meeting (including at any adjournment or postponement thereof) all the Subject Securities at any meeting Shares in favour of any of resolutions approving the Hut Shareholders Merger and other related matters or resolutions necessary or desirable to implement the Merger to be considered at which the Target Meeting and to deliver a proxy, or to the extent that the Securityholder is entitled to vote in respect of such Subject Securitiesa beneficial owner, including without limitation the Hut Meeting, and in any action by written consent of the Hut Shareholders: (i) in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, the Arrangement Resolution) and the transactions contemplated by the Business Combination Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Agreement); and (ii) against (A) any Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement); and (B) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy or a voting instruction form, in each case duly completed and executed in respect of all of the Subject SecuritiesShares, at least ten Business Days giving effect to such vote no later than 10 business days prior to the Hut Target Meeting, voting all such Subject Securities in favour of the Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it nor ; (b) not to exercise any Person on its behalf will take dissent rights or any action other rights available to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory delay, upset or other rights which challenge the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement.Merger; (c) The Securityholder hereby covenantsnot to exercise any shareholder rights or remedies available at common law pursuant to applicable securities or other laws to delay, undertakes and agrees to immediately cease and cause to be terminated any existing solicitationhinder, discussion upset or negotiation commenced prior to challenge the date of this Agreement with any Person (other than USBTC or an Affiliate thereof) by such Securityholder or, if applicable, any of its officers, directors, employees, representatives or agents with respect to any potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agentsMerger; (d) not to option, sell, assign, transfer, alienate, dispose of, gift, grant, pledge, create or permit an encumbrance on, grant a security interest in or otherwise convey any Subject Shares or any voting rights attached thereto or any other right or interest therein, or agree to do any of the terms and conditions of this Agreement (includingforegoing, provided that, for the avoidance of doubt, Section 4.5: (i) or except as may the Securityholder shall be expressly permitted entitled to exercise any Convertible Securities held by the Business Combination Securityholder during the term of this Support Agreement, and (ii) any Subject Shares issued on exercise of Convertible Securities during the term of this Support Agreement shall be subject to the terms of this Support Agreement; (e) not to grant or by USBTC agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust or pooling agreement or Merger or enter into or subject any of such Subject Shares to any other agreement, Merger, understanding or commitment, formal or informal, with respect to or relating to the voting thereof, other than in writingsupport of the resolution approving the Merger and other related matters to be considered at the Target Meeting; (f) not to requisition or join in the requisition of any meeting of the shareholders of Uranerz for the purpose of considering any resolution; (g) not to, in any manner, directly or indirectly, including through any Representative, solicit, initiate, or knowingly encourage any inquiries, proposals, offers or public announcements (or the Securityholder agreessubmission or initiation of any of the foregoing) from any person regarding any Acquisition Proposal, until engage in any negotiations concerning, or provide any information to, or have any discussions with or otherwise cooperate with, any person relating to an Acquisition Proposal, or otherwise knowingly facilitate or knowingly encourage any effort or attempt to make or implement an Acquisition Proposal; (h) not to solicit or arrange or provide assistance to any other person to arrange for the Expiry Time:solicitation of, purchases of or offers to sell Uranerz Common Shares or act in concert or jointly with any other person for the purpose of acquiring Uranerz Common Shares for the purpose of affecting the control of Uranerz; (i) not to exercise deposit or cause to be deposited the Securityholder’s Subject Shares under any rights of appraisal, Dissent Rights or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination AgreementAcquisition Proposal; (ii) not to bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying in any material respect such transactions or any aspect thereof; (iiij) not to take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, with the completion of of, the transactions contemplated by the Business Combination Merger Agreement; (ivk) to cooperate with Hut immediately cease, cause its Representatives to cease and USBTC cause to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreementbe terminated any existing solicitations, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); (vi) not to participate in any discussions or negotiations with any Person parties (other than USBTC with EFI or an Affiliate Uranerz or any Representative of USBTCEFI or Uranerz) regarding with respect to any inquiry, proposal Acquisition Proposal or offer that constitutes or may reasonably be expected to constitute or lead to an any potential Acquisition Proposal; (viil) not to accept promptly notify EFI, at first orally and then in writing, of all Acquisition Proposals currently under consideration or enter intoof which the Securityholder is aware; (m) to immediately notify EFI of any proposal, inquiry, offer or publicly propose request of which the Securityholder, to accept or enter intothe knowledge of the Securityholder, any letter of intentits directors, agreementofficers, arrangement employees, representatives or understanding related agents becomes, directly or indirectly, aware: relating to any Acquisition Proposal (other than an Acquisition Proposal made by USBTC or potential Acquisition Proposal; for discussions or negotiations in respect of an Affiliate of USBTC pursuant Acquisition Proposal or potential Acquisition Proposal; for non-public information relating to Uranerz; or any material amendments to the Business Combination Agreement)foregoing. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of, and the identity of the person making, such proposal, inquiry, offer or request and such other details of the proposal, inquiry, offer or request as EFI may reasonably request; and (viiin) not to cooperate in take any way with, action to encourage or knowingly assist or participate in, any effort or attempt by any other Person to do or seek person to do any of the foregoingprohibited acts referred to in the foregoing provisions of this Section 1.2. (e) The 1.3 Nothing in this Article 1 shall prevent a Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by Hut, USBTC or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Agreement; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf who is a member of the Securities Authority and board of directors of Uranerz or is a senior officer of Uranerz from engaging, in the Electronic Data GatheringSecurityholder’s capacity as a director or senior officer of Uranerz, Analysisin discussions or negotiations with a person in response to an Acquisition Proposal in circumstances where Uranerz is permitted by Section 7.2 of the Merger Agreement to engage in such discussions or negotiations, and Retrieval system provided further that no disclosure or notification is required under clauses 1.2(l) or (EXXXX). (fm) Except as if the board of directors of Uranerz has determined that disclosure or notification of such Acquisition Proposal, proposal, inquiry, offer or request would not be required by applicable Law, applicable stock exchange requirements or Uranerz under Section 7.2 of the Business Combination Merger Agreement. For greater certainty, the Securityholder acknowledges that this Section 1.3 shall not make any public announcement or statement affect the Securityholder’s obligation to vote the Subject Shares in favour of the Uranerz Resolution in accordance with respect to the transactions contemplated herein or pursuant to the Business Combination Agreement without the prior written approval terms and conditions of USBTCthis Support Agreement.

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, the Purchaser and the Parent that from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (the “"Expiry Time”"), the Securityholder shall will not, : (i) without having first obtained the prior written consent of USBTC: (i) the Parent, which consent shall not be unreasonably withheld, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in option or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) any of the Subject Securities, Securities or enter into any agreement, arrangement arrangement, commitment or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)therewith, other than (A) pursuant to the Arrangement, Business Combination Agreement Arrangement or an Alternative Transaction, (B) transfers to or between affiliates of the Securityholder (provided that (1) the Securityholder will notify Parent of any exercise or settlement, as applicable, such transfer; (2) such transfer does not relieve the Securityholder of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance any of its obligations under this Agreement with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactions, or (C) without affecting beneficial ownership or control or direction over respect to the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to ; and (3) any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit affiliate of the Securityholder or any member of will be required, in Parent's sole discretion, to enter into an agreement with Purchaser and the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon Parent substantially in the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions form of this Agreement,Agreement with respect to all of such Subject Securities); (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securitiestrust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement arrangement, oral or written, with respect to the voting, the right to vote, call meetings voting of the Hut Shareholders or give consents or approval of any kind with respect to any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution. (b) The Securityholder hereby covenants, undertakes and agreesagrees from time to time, from the date of this Agreement until the Expiry Time, to vote (or cause to be voted) all the Subject Securities Securities: (i) at any meeting of any of the Hut Shareholders securityholders of the Company at which the Securityholder is entitled to vote in respect of such Subject Securitiesvote, including without limitation the Hut Company Meeting, and ; and (ii) in any action by written consent of the Hut Shareholders: (i) securityholders of the Company, in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, the Arrangement Resolution) Resolution and the transactions contemplated by the Business Combination Arrangement Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Arrangement Agreement); and (ii) against (A) any Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement); and (B) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities, Securities as soon as practicable following the mailing of the Company Circular and in any event at least ten Business Days prior to the Hut Meeting10 calendar days following such mailing, voting all such Subject Securities in favour of the Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it will not take, nor permit any Person on its behalf will take to take, any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Securityholder might have unless this Agreement is has at such time been previously terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement. (c) The Securityholder hereby covenants, undertakes and agrees from time to immediately cease and time, until the Expiry Time, to vote (or cause to be terminated voted) the Subject Securities against any existing solicitationproposed action by the Company, discussion or negotiation commenced prior to the date of this Agreement with any Person (other than USBTC or an Affiliate thereof) by such Securityholder or, if applicableits Shareholders, any of the Company's Subsidiaries or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination or similar transaction involving the Company or any Subsidiary of the Company, other than the Arrangement; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of the Company or any of its officersaffiliates or their respective corporate structures; or (iii) any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of the Company under the Arrangement Agreement if such breach requires Shareholder approval; (d) Until the Expiry Time, the Securityholder hereby covenants, undertakes and agrees, in the event that any transaction other than the Arrangement is presented for approval of, or acceptance by, the Shareholders, whether or not it may be recommended by the Company's directors, employeesnot to directly or indirectly, representatives (i) accept, knowingly assist or agents otherwise knowingly further the successful completion of such transaction or (ii) purport to tender or deposit into any such transaction any of the Subject Securities, and, in the event the directors of the Company make a Change in Recommendation, the Securityholder will, if requested by the Parent, publicly affirm its commitment to vote in favour of the Arrangement in accordance with the terms of this Agreement. (e) Until the Expiry Time, the Securityholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (i) solicit proxies or become a participant in a solicitation in opposition to or in competition with the Purchaser in connection with the Arrangement; (ii) assist any affiliate or knowingly assist any other Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser in connection with the Arrangement; (iii) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the Purchaser in connection with the Arrangement; (iv) solicit, initiate, knowingly assist, knowingly encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding), any inquiry, proposal or offer relating to any Acquisition Proposal or potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agents; (d) Subject Purchaser's Acquisition Proposal pursuant to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, the Securityholder agrees, until the Expiry Time: (i) not to exercise any rights of appraisal, Dissent Rights or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination Arrangement Agreement; (ii) not to bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying in any material respect such transactions or any aspect thereof; (iii) not to take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, the completion of the transactions contemplated by the Business Combination Agreement; (iv) to cooperate with Hut and USBTC to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreement, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate participate in any discussions or otherwise knowingly facilitate negotiations regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an the Purchaser's Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Arrangement Agreement); (vi) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTC) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (vii) not to accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal (other than an the Purchaser's Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Arrangement Agreement); andor (viiivii) not to cooperate in any way with, participate in or knowingly assist assist, knowingly encourage or participate in, otherwise facilitate any effort or attempt by any other Person to do or seek to do any of the foregoing. (ef) The Securityholder will not (i) exercise any dissent rights in respect of the Arrangement; or (ii) take any other action of any kind, in each case which would reasonably be regarded as likely to reduce the success of, or materially delay or interfere with the completion of, the transactions contemplated by the Arrangement Agreement. (g) The Securityholder will, and will cause each of its affiliates to, immediately cease and cause to be terminated any existing discussions or negotiations with any parties with respect to any potential Acquisition Proposal (other than the Purchaser's Acquisition Proposal pursuant to the Arrangement Agreement). (h) Until the Expiry Time, at the request of the Purchaser, the Parent or the Company, the Securityholder will use all commercially reasonable efforts in its capacity as a Shareholder to assist the Company, the Purchaser and the Parent to make all regulatory filings required to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement. (i) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any press release, information circular or U.S. registration statement circular, including the Company Circular, and court documents produced by Hutthe Company, USBTC the Purchaser, the Parent or any of their respective Affiliates affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Arrangement Agreement, provided that to the extent any such filing contains disclosure regarding the Securityholder or its affiliates, the Securityholder has been provided with a reasonable opportunity to review and comment on such disclosure and reasonable consideration has been given by the Purchaser to any such comments; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Canadian Securities Authority Administrators and/or by filing with or furnishing to the SEC, provided that the parties agree that this Agreement, including schedules, will be filed in its entirety on SEDAR and/or filed with or furnished to the SEC, without redaction other than (A) certain facsimile information in Section 4.9(a) hereof and Section 11.7 [Notices] of the Electronic Data Gathering, Analysis, Arrangement Agreement; and Retrieval system (EXXXX)B) specific dollar amounts referred to in Section 6.1 [Conduct of Business] of the Arrangement Agreement. (fj) Except as required by applicable Law, Law or applicable stock exchange requirements or the Business Combination Agreementrequirements, the Securityholder shall not will not, and will ensure that its affiliates do not, make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Business Combination Arrangement Agreement without the prior written approval of USBTCthe Purchaser.

Covenants of the Securityholder. (a) The Securityholder hereby covenants and irrevocably and unconditionally covenants with USBTC that, from agrees in favour of Earthstone that between the date of this Agreement until and the earlier of (i) the date of termination of this Agreement in accordance with its terms and (ii) the Effective Date (such earlier date being the “Expiry TimeDate”), the Securityholder shall notnot (A) other than as contemplated under the Arrangement Agreement, without having first obtained the prior written consent of USBTC: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in encumber or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) any of the Subject Securityholder’s Securities, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), without having first obtained the prior written consent of Earthstone, which consent may withheld in Earthstone’s sole discretion, or (B) other than as set forth herein or the Arrangement Agreement, grant any proxies or powers of attorney, deposit any Securityholder’s Securities into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of the Securityholder’s Securities, in each case, other than (A1) pursuant to the Arrangement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactions, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or family, (2) to a trust, partnership, limited liability company, trust or other similar estate planning vehicle registered tax account for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant or (3) to a will, testamentary document or intestate succession the Securityholder’s estate upon the death of a Securityholder who is an individual or the Securityholder; provided, however that no transfer shall be made pursuant to a family court order clause (each, a “Permitted Transfer”1), provided that (2) or (3) unless the transferee agrees in each case a writing, reasonably satisfactory in form and for greater certaintysubstance to Earthstone, any Hut Shares acquired as a result thereof shall to be Subject Securities and subject to the bound by all terms and conditions of this Agreement, (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Shareholders or give consents or approval of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenantsundertakes from time to time, undertakes and agrees, from the date of this Agreement until the Expiry Time, Date: (i) to vote (or cause to be voted) all the Subject Securities Securityholder’s Shares at any meeting of the securityholders of Lynden (including any and all votes by class) of the Hut Shareholders at which the Securityholder is entitled to vote in respect of such Subject Securities, including without limitation the Hut Meeting, and in any action by written consent of the Hut Shareholders: foregoing (i) in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, the Arrangement Resolution) and the transactions contemplated by the Business Combination Arrangement Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Agreementin furtherance thereof); and , (ii) against (A) any Acquisition Proposal or other merger, reorganization, consolidation, amalgamation, arrangement, business combination, share exchange, liquidation, dissolution, recapitalization, or similar transaction involving Lynden (other than the Arrangement Agreement, and the transactions contemplated by the Business Combination Agreementthereby and any other agreement or transaction to which Earthstone is a party); and , (Biii) against any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut by Lynden in the Business Combination Agreement. In connection Arrangement Agreement or which might reasonably be expected to have a Material Adverse Effect on Lynden and (iv) against any resolution to remove or change any of the directors of Lynden, except with the foregoingprior written consent of Earthstone. Upon the request or direction of Earthstone, subject to this Section 3.1(bthe Securityholder shall promptly execute and deliver an irrevocable proxy in respect of any such resolution (and in respect of (i), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable shall deliver such proxy or voting instruction form, duly completed and executed in respect of all of the Subject Securities, at least ten five (5) Business Days prior to the Hut MeetingMeeting Date), voting all and shall have the relevant Securityholder’s Securities counted or not counted as part of a quorum in connection with any such Subject Securities meeting relating to matters set forth in favour of the Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it nor any Person on its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement. (c) The Securityholder hereby covenants, undertakes and agrees to immediately cease and cause to be terminated any existing solicitation, discussion or negotiation commenced prior to the date of this Agreement with any Person (other than USBTC or an Affiliate thereof) by such Securityholder or, if applicable, any of its officers, directors, employees, representatives or agents with respect to any potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agents; (d) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, the Securityholder agrees, until the Expiry Time: (i) not to exercise any rights of appraisal, Dissent Rights or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination Agreement; (ii) to not, without the prior written consent of Earthstone, requisition or join in the requisition of any meeting of the securityholders of Lynden for the purpose of considering any resolution; (iii) to not make any statements against the transaction contemplated by the Arrangement Agreement or any aspect of it and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying impeding or varying in any material respect such transactions or any aspect thereof; (iiiiv) to not do indirectly that which it may not do directly in respect of the restrictions on its rights with respect to the Securityholder’s Securities pursuant to this Section 3.1, including, but not limited to, the sale of any direct or indirect holding company of the Securityholder or the granting of a proxy on the Securityholder’s Securities of any direct or indirect holding company of the Securityholder which would have, indirectly, the effect prohibited by this Section 3.1; (v) if the transactions provided for in the Arrangement Agreement receive all requisite shareholder and court approvals and the other conditions in the Arrangement Agreement are all satisfied and/or waived, to deposit all of the Securityholder’s Shares, together with a duly completed letter of transmittal, with the depositary specified in the Joint Circular in accordance with the terms thereof; (vi) to take all steps required to give effect to the treatment of the Securityholder’s Options as provided for in the Plan of Arrangement; and (vii) if any of the Securityholder’s Securities are registered in the name of a Person other than the Securityholder or otherwise held other than personally, the Securityholder will cause the registered owner of such securities to perform all covenants of the Securityholder under this Agreement as if the Securityholder. (c) The Securityholder hereby agrees until the Expiry Date not to take exercise any action rights of any kind, directly appraisal or indirectly, which might reasonably be regarded as likely to reduce rights of dissent the success of, or delay or interfere with, the completion of Securityholder may have arising from the transactions contemplated by the Business Combination Arrangement Agreement;. (ivd) The Securityholder agrees to cooperate with Hut and USBTC promptly notify Earthstone of the number of any new Lynden Shares, Lynden Options and/or other securities of Lynden over which the Securityholder acquires direct or indirect legal or beneficial ownership or direct or indirect control or direction, if any, after the date hereof. Any such securities shall be subject to successfully complete the Arrangement and terms of this Agreement as though they were the other transactions contemplated Securityholder’s Securities owned by the Business Combination Agreement and this Agreement, and to oppose any of Securityholder on the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); (vi) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTC) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (vii) not to accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); and (viii) not to cooperate in any way with, or knowingly assist or participate in, any effort or attempt by any other Person to do or seek to do any of the foregoingdate hereof. (e) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by Hut, USBTC or any of their respective Affiliates the Joint Circular in connection with the transactions contemplated by this Agreement and the Business Combination Arrangement Agreement; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis SEDAR and Retrieval (SEDAR) operated on behalf of the Securities Authority and the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX)XXXXX. (f) Except as required by applicable LawThe Securityholder agrees that, applicable stock exchange requirements or until the Business Combination AgreementExpiry Date, the Securityholder shall will not make take any public announcement other action of any kind which might reasonably be regarded as likely to reduce the success of, or statement delay or interfere with respect to the completion of, the transactions contemplated herein or pursuant to by the Business Combination Agreement without the prior written approval of USBTCArrangement Agreement.

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably covenants and unconditionally covenants with USBTC that, agrees as follows: (a) from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall not, without having first obtained the prior written consent of USBTC: not (iA) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, optiongrant any option with respect to, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject Securities, other than the exercise, exchange, vesting or conversion of Sunward Options or Sunward DSUs in accordance with their terms for Sunward Shares, which Sunward Shares will become Subject Securities hereunder, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than (A) pursuant to the Arrangement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, without having first obtained the prior written consent of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactionsthe Purchaser, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement, (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iiiB) other than as set forth herein, grant any proxies or powers of attorneyattorney with respect to any Subject Securities, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Sunward Shareholders or give consents or approval approvals of any kind with respect to any Subject Securities.. In furtherance of this Agreement, the Securityholder hereby authorizes the Purchaser, Sunward or their respective legal counsel to notify Sunward’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such Subject Securities, as applicable), provided that if any such action involves costs to the Securityholder, those costs shall be paid or reimbursed by the Purchaser. The Parties agree that such stop transfer order shall be removed and shall be of no further force and effect upon the termination of this Agreement in accordance with Section 4.1; (b) The Securityholder hereby covenantsfrom time to time, undertakes and agrees, from the date of this Agreement until the Expiry Time, to vote (or cause to be voted) all the Subject Securities Shares at any meeting of any of the Hut Shareholders securityholders of Sunward at which the Securityholder is entitled to vote in respect of such Subject Securitiesvote, including without limitation the Hut Sunward Meeting, and in any action by written consent of the Hut Shareholderssecurityholders of Sunward: (i) in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, the Arrangement Resolution) Resolution and the transactions contemplated by the Business Combination Arrangement Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Arrangement Agreement); and (ii) other than the Arrangement, against (A) any extraordinary corporate transaction, including any merger, reorganization, consolidation, amalgamation, arrangement, business combination, share exchange, liquidation, dissolution, recapitalization, or similar transaction involving Sunward or any of its subsidiaries; (B) any sale, lease or transfer of any significant part of the assets of Sunward or any of its subsidiaries; (C) any Acquisition Proposal involving Sunward or any of its subsidiaries; (other than D) any material change in the transactions contemplated by capitalization of Sunward or any of its subsidiaries or the Business Combination Agreement)corporate structure or constating documents of Sunward or any of its subsidiaries; and (BE) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement Arrangement Agreement; and (F) any action or agreement that would reasonably be expected to result in any material a breach of any representationcovenant, representation or warranty or covenant any other obligation or agreement of Hut Sunward under the Arrangement Agreement; in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to shall deposit an irrevocable proxy or voting instruction formproxy, duly completed and executed in respect of all of the Subject Securities, Shares at least ten five (5) Business Days prior to the Hut Sunward Meeting, voting all such Subject Securities Shares in favour of the Arrangement ResolutionResolution and otherwise in the manner described in this Section 3.1(b) . The Neither the Securityholder hereby irrevocably and unconditionally agrees that neither it nor any Person acting on his, 7 her or its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement Agreement, notwithstanding any statutory or other rights which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement.; (c) The until the Expiry Time, to not, without the prior written consent of the Purchaser, requisition or join in the requisition of any meeting of any of the securityholders of Sunward for the purpose of considering any resolution; (d) from time to time, until the Expiry Time, when any meeting of Sunward securityholders is held, to appear in person or by proxy at such meeting or otherwise cause the applicable Subject Securities to be counted as present thereat for the purpose of establishing a quorum; (e) until the Expiry Time, neither the Securityholder hereby covenantsnor any of his, undertakes her or its Representatives will, directly or indirectly: (A) solicit, initiate, encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding) inquiries, submissions of proposals or offers from, or provide information to, any other Person, entity or group (other than the Purchaser) relating to any Acquisition Proposal or potential Acquisition Proposal, (B) participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) accept, enter into or endorse, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal. Nothing in this Section 3.1(e) shall prevent any shareholder, director or officer of the Securityholder, if applicable, who is also a director or officer of Sunward from fulfilling his or her fiduciary obligations, provided that such act or thing is permitted by and agrees is done in strict compliance with the terms of the Arrangement Agreement; (f) to immediately cease and cause to be terminated any and all solicitations, encouragements, existing solicitationdiscussions and negotiations, discussion or negotiation commenced prior to the date of this Agreement if any, with any Person (other than USBTC or an Affiliate thereof) by group or any agent or representative of such Securityholder or, if applicable, any of its officers, directors, employees, representatives Person or agents group with respect to any Acquisition Proposal or potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agentsProposal; (dg) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, the Securityholder agrees, until the Expiry Time: (i) not to exercise waive any rights of appraisal, Dissent Rights appraisal or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination Arrangement Agreement; (iih) until the Expiry Time, to not make any statements which may reasonably be construed as being against the transactions contemplated by the Arrangement Agreement or any aspect thereof and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying in any material respect such transactions or any aspect thereof; (iiii) to promptly notify the Purchaser of any acquisitions by the Securityholder or any of his, her or its affiliates of any securities of Sunward, if any, after the date hereof, which, for greater certainty, shall include any Sunward Options and Sunward DSUs and any Sunward Shares issuable upon the exercise, conversion or vesting, as applicable, of any Sunward Options or Sunward DSUs, owned or controlled by the Securityholder which may be exercised, converted into or exchanged for Sunward Shares. Any such securities shall be subject to the terms of this Agreement as though they were Subject Securities owned by the Securityholder on the date hereof; (j) until the Expiry Time, not to (i) exercise any securityholder rights or remedies available at common law or pursuant to applicable securities legislation; or (ii) take any other action of any kind, directly or indirectly, in each case which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, with the completion of of, the transactions contemplated by the Business Combination Arrangement Agreement; (ivk) to cooperate with Hut and USBTC to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreement, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); (vi) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTC) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (vii) not to accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); and (viii) not to cooperate in any way with, or knowingly assist or participate in, any effort or attempt by any other Person to do or seek to do any of the foregoing. (e) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by HutSunward, USBTC the Purchaser or any of their respective Affiliates affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Arrangement Agreement; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authority and the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX).; and (fl) Except except as required by applicable Law, Law or applicable stock exchange requirements or the Business Combination Agreementrequirements, the Securityholder shall not to make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Business Combination Agreement without the prior written approval of USBTCArrangement Agreement.

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, KDI that from the date of this Agreement until the earlier of (i) the termination of this Agreement in accordance with its terms and (ii) the Effective Time (such earlier time being the “Expiry Time”), the Securityholder shall not, without having first obtained the prior written consent of USBTCshall: (ia) not (A) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject Securities, other than the exercise, exchange or conversion of Mountain Options or redemption of any Mountain RSUs, as applicable, in accordance with their terms for Mountain Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than (A) pursuant to the ArrangementArrangement Agreement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, without having first obtained the prior written consent of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactionsKDI, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement, (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iiiB) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Mountain Shareholders or give consents or approval of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes and agrees, from the date of this Agreement until the Expiry Time, to vote (or cause to be voted) all the Subject Securities at any meeting of any of the Hut Shareholders securityholders of Mountain at which the Securityholder is entitled to vote in respect of such Subject Securitiesvote, including without limitation the Hut Mountain Meeting, and in any action by written consent of the Hut Shareholderssecurityholders of Mountain: (i) in favour of the approval, consent, ratification and adoption of the Mountain Arrangement (including, without limitation, the Arrangement Resolution) Resolution and the transactions contemplated by the Business Combination Arrangement Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Arrangement Agreement); and (ii) against any: (A) merger, reorganization, consolidation, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving Mountain; (B) sale, lease or transfer of any significant part of the assets of Mountain; (C) Acquisition Proposal Proposal; (D) material change in the capitalization of Mountain or the corporate structure or constating documents of Mountain; (other than the transactions contemplated by the Business Combination Arrangement Agreement, and any other agreement or transaction involving Mountain Mineral Properties); and (BE) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any Arrangement Agreement; and (F) action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut in an Mountain Material Adverse Effect (other than the Business Combination transactions contemplated by the Arrangement Agreement). In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy or voting instruction forma proxy, duly completed and executed in respect of all of the Subject Securities, Securities at least ten Business Days 10 days prior to the Hut Mountain Meeting, voting all such Subject Securities in favour of the Mountain Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it nor any Person person on its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement. (c) The Securityholder hereby covenantsnot, undertakes and agrees to immediately cease and cause to be terminated without the prior written consent of KDI, requisition or join in the requisition of any existing solicitation, discussion or negotiation commenced prior to the date meeting of this Agreement with any Person (other than USBTC or an Affiliate thereof) by such Securityholder or, if applicable, any of its officers, directors, employees, representatives or agents with respect to the securityholders of Mountain for the purpose of considering any potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agents;resolution. (d) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, the Securityholder agrees, until the Expiry Time: (i) not to exercise any rights of appraisal, Dissent Rights or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination Agreement; (ii) not to bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect ofnot, directly or indirectly: (A) solicit, stoppinginitiate, preventingencourage or otherwise facilitate (including by way of entering into any agreement, impedingarrangement or understanding) inquiries, delaying proposals or varying in any material respect such transactions or any aspect thereof; (iii) not to take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success ofoffers from, or delay or interfere with, the completion of the transactions contemplated by the Business Combination Agreement; (iv) to cooperate with Hut and USBTC to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreement, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead provide information to, an Acquisition Proposal any other person, entity or group (other than an KDI) relating to any Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); Proposal, (viB) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTC) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; , or (viiC) not to accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding undertaking related to any Acquisition Proposal (other than an Acquisition Proposal made by USBTC Proposal. Nothing hereunder shall prevent any shareholder, director or an Affiliate officer of USBTC pursuant to the Business Combination Agreement); and (viii) not to cooperate in Securityholder who is a director or officer of Mountain from doing any way with, act or knowingly assist thing that such director or participate in, any effort or attempt by any other Person officer is properly obligated to do or seek to do any of the foregoingin such capacity. (e) The Immediately cease and cause to be terminated any and all existing discussions and negotiations, if any, with any person or group or any agent or representative of such person or group before the date of this Agreement with respect to any Acquisition Proposal or potential Acquisition Proposal. (f) waive any rights of appraisal or rights of dissent that the Securityholder hereby irrevocably consents to:may have arising from the transactions contemplated by the Arrangement Agreement. (g) promptly notify KDI of any acquisitions by the Securityholder or any of its respective Affiliates of any securities of Mountain, if any, after the date hereof, which, for greater certainty, shall include any Mountain Options and Mountain RSUs, and any Mountain Shares issuable upon the exercise or conversion of any Mountain Options or the redemption of Mountain RSUs, as applicable, owned or controlled by the Shareholder which may be exercised, converted into or exchanged for Mountain Shares. Any such securities shall be subject to the terms of this Agreement as though they were Subject Securities owned by the Securityholder on the date hereof. (h) not: (A) exercise any securityholder rights or remedies available at common law or pursuant to applicable securities legislation; or (B) take any other action of any kind, in each case which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the transactions contemplated by the Arrangement Agreement. (i) consent to: (A) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by Hut, USBTC Mountain and KDI or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Arrangement Agreement; and and (iiB) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authority and the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX). (fj) Except not, except as required by applicable Law, Law or applicable stock exchange requirements or the Business Combination Agreementrequirements, the Securityholder shall not make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Business Combination Arrangement Agreement without the prior written approval of USBTCKDI.

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, Voleo that from the date of this Agreement until the earlier of (i) the termination of this Agreement in accordance with its terms and (ii) the Effective Time (such earlier time being the “Expiry Time”), the Securityholder shall not, without having first obtained the prior written consent of USBTCshall: (ia) not (A) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in 17608584.1 (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject Securities, other than the exercise, exchange or conversion of Xxxxx Options or Xxxxx Warrants in accordance with their terms for Xxxxx Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than (A) pursuant to the ArrangementAmalgamation Agreement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, without having first obtained the prior written consent of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactionsVoleo, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement, (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iiiB) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Xxxxx Shareholders or give consents or approval of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes and agrees, from the date of this Agreement until the Expiry Time, to vote (or cause to be voted) all the Subject Securities at any meeting of any of the Hut Shareholders securityholders of Xxxxx at which the Securityholder Shareholder is entitled to vote in respect of such Subject Securitiesvote, including without limitation the Hut Xxxxx Meeting, and in any action by written consent of the Hut Shareholderssecurityholders of Xxxxx: (i) in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, the Arrangement Resolution) Xxxxx Transaction Resolution and the transactions contemplated by the Business Combination Amalgamation Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Amalgamation Agreement); and (ii) against (A) any Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement); and (B) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy or voting instruction form, duly completed and executed in respect of all of the Subject Securities, at least ten Business Days prior to the Hut Meeting, voting all such Subject Securities in favour of the Arrangement Resolution. The Securityholder hereby irrevocably and unconditionally agrees that neither it nor any Person on its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement. (c) The Securityholder hereby covenants, undertakes and agrees to immediately cease and cause to be terminated any existing solicitation, discussion or negotiation commenced prior to the date of this Agreement with any Person (other than USBTC or an Affiliate thereof) by such Securityholder or, if applicable, any of its officers, directors, employees, representatives or agents with respect to any potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agents; (d) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, the Securityholder agrees, until the Expiry Timeany: (i) not to exercise any rights of appraisal, Dissent Rights or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination Agreement; (ii) not to bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying in any material respect such transactions or any aspect thereof; (iii) not to take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, the completion of the transactions contemplated by the Business Combination Agreement; (iv) to cooperate with Hut and USBTC to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreement, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); (vi) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTC) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (vii) not to accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); and (viii) not to cooperate in any way with, or knowingly assist or participate in, any effort or attempt by any other Person to do or seek to do any of the foregoing. (e) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by Hut, USBTC or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Agreement; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authority and the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX). (f) Except as required by applicable Law, applicable stock exchange requirements or the Business Combination Agreement, the Securityholder shall not make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Business Combination Agreement without the prior written approval of USBTC.

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably covenants and unconditionally covenants with USBTC that, agrees as follows: (a) from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall not, without having first obtained the prior written consent of USBTC: not (iA) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, optiongrant any option with respect to, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject Securities, other than (i) the exercise, exchange, vesting or conversion of Sunward Options or Sunward DSUs in accordance with their terms for Sunward Shares, which Sunward Shares will become Subject Securities hereunder, or (ii) a Transfer to an affiliate of the Securityholder who agrees in writing to assume all of the Securityholder’s obligations hereunder and to be bound hereby to the same extent as the Securityholder is bound hereby, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than (A) pursuant to the Arrangement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, without having first obtained the prior written consent of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactionsthe Purchaser, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement, (ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or (iiiB) other than as set forth herein, grant any proxies or powers of attorneyattorney with respect to any Subject Securities, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Sunward Shareholders or give consents or approval approvals of any kind with respect to any Subject Securities.. In furtherance of this Agreement, the Securityholder hereby authorizes the Purchaser, Sunward or their respective legal counsel to notify Sunward’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such Subject Securities, as applicable), provided that if any such action involves costs to the Securityholder, those costs shall be paid or promptly reimbursed by the Purchaser. The Parties agree that such stop transfer order shall be removed and shall be of no further force and effect upon the termination of this Agreement in accordance with Section 4.1; (b) The Securityholder hereby covenantsfrom time to time, undertakes and agrees, from the date of this Agreement until the Expiry Time, to vote (or cause to be voted) all the Subject Securities Shares at any meeting of any of the Hut Shareholders securityholders of Sunward at which the Securityholder is entitled to vote in respect of such Subject Securitiesvote, including without limitation the Hut Sunward Meeting, and in any action by written consent of the Hut Shareholderssecurityholders of Sunward: (i) in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, the Arrangement Resolution) Resolution and the transactions contemplated by the Business Combination Arrangement Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Arrangement Agreement); and (ii) other than the Arrangement, against (A) any Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement)extraordinary corporate transaction, including any merger, reorganization, consolidation, amalgamation, arrangement, business combination, share exchange, liquidation, dissolution, recapitalization, or similar transaction involving Sunward or any of its subsidiaries; and (B) any sale, lease or transfer of any significant part of the assets of Sunward or any of its subsidiaries; (C) any Acquisition Proposal; (D) any material change in the capitalization of Sunward or any of its subsidiaries or the corporate structure or constating documents of Sunward or any of its subsidiaries; (E) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement Arrangement Agreement; and (F) any action or agreement that would reasonably be expected to result in any material a breach of any representationcovenant, representation or warranty or covenant any other obligation or agreement of Hut Sunward under the Arrangement Agreement; in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to shall deposit an irrevocable proxy or voting instruction formproxy, duly completed and executed in respect of all of the Subject Securities, Shares at least ten Business Days five (5) business days prior to the Hut Sunward Meeting, voting all such Subject Securities Shares in favour of the Arrangement ResolutionResolution and otherwise in the manner described in this Section 3.1(b); provided, however, that such irrevocable proxy will terminate at the Expiry Time. The Neither the Securityholder hereby irrevocably and unconditionally agrees that neither it nor any Person acting on his, her or its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement Agreement, notwithstanding any statutory or other rights which the Securityholder might have unless this Agreement is terminated in accordance with Section 4.1. If for any reason such proxy or voting instruction form is invalid and not effective, as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any resolution in connection with the Arrangement.; (c) The Securityholder hereby covenantsuntil the Expiry Time, undertakes to not, without the prior written consent of the Purchaser, requisition or join in the requisition of any meeting of any of the securityholders of Sunward for the purpose of considering any resolution; (d) from time to time, until the Expiry Time, when any meeting of Sunward securityholders is held, to appear at such meeting or otherwise cause the applicable Subject Securities to be counted as present thereat for the purpose of establishing a quorum; (e) until the Expiry Time, to not itself, and agrees to cause his, her or its Representatives not to, directly or indirectly: (A) solicit, initiate, encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding) inquiries, submissions of proposals or offers from, or provide information to, any other Person, entity or group (other than the Purchaser or the Securityholder’s Representatives) relating to any Acquisition Proposal or potential Acquisition Proposal other than the Arrangement, (B) participate in any discussions or negotiations regarding any Acquisition Proposal other than the Arrangement, or (C) accept, enter into or endorse, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal other than the Arrangement; provided, however, that, notwithstanding the foregoing, nothing in this Section 3.1(e) shall prevent any shareholder, director or officer of the Securityholder, if applicable, who is also a director or officer of Sunward from fulfilling his or her fiduciary obligations, provided that such act or thing is permitted by and is done in strict compliance with the terms of the Arrangement Agreement; (f) until the Expiry Time, to: (i) immediately cease and cause to be terminated any and all solicitations, encouragements, existing solicitationdiscussions and negotiations, discussion or negotiation commenced prior to the date of this Agreement if any, with any Person (or group or any agent or representative of such Person or group with respect to any Acquisition Proposal or potential Acquisition Proposal other than USBTC the Arrangement; and (ii) immediately (and in any event within 48 hours following receipt) notify the Purchaser of any Acquisition Proposal or an Affiliate thereof) by such inquiry in respect of a potential Acquisition Proposal other than the Arrangement of which the Securityholder or, to the knowledge of the Securityholder, any of the shareholders, directors or officers of the Securityholder, if applicable, any becomes aware. Such notification shall be made in writing and shall include, to the extent known by the Securityholder, the identity of its officers, directors, employees, representatives or agents with respect to any potential the Person making such Acquisition Proposal (other than or inquiry and a description of the transactions material terms and conditions thereof, together with a copy of all documentation relating to such Acquisition Proposal or inquiry; provided however that such notification shall not be required if Sunward has already notified the Purchaser in the manner contemplated by the Business Combination Arrangement Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agents; (dg) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, the Securityholder agrees, until the Expiry Time: (i) not , to exercise waive any rights of appraisal, Dissent Rights appraisal or other rights of dissent that the Securityholder may have arising from the transactions contemplated by the Business Combination Arrangement Agreement; (iih) until the Expiry Time, to not make any public statements which may reasonably be construed as being against the transactions contemplated by the Arrangement Agreement or any aspect thereof and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying in any material respect such transactions or any aspect thereof; (iiii) until the Expiry Time, to promptly notify the Purchaser of any acquisitions by the Securityholder or any of his, her or its affiliates of any securities of Sunward, if any, after the date hereof, which, for greater certainty, shall include any Sunward Options and Sunward DSUs and any Sunward Shares issuable upon the exercise, conversion or vesting, as applicable, of any Sunward Options or Sunward DSUs, owned or controlled by the Securityholder which may be exercised, converted into or exchanged for Sunward Shares. Any such securities shall be subject to the terms of this Agreement as though they were Subject Securities owned by the Securityholder on the date hereof; (j) until the Expiry Time, not to (i) exercise any securityholder rights or remedies available at common law or pursuant to applicable securities legislation; or (ii) take any other action of any kind, directly or indirectly, in each case which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, with the completion of of, the transactions contemplated by the Business Combination Arrangement Agreement; (ivk) to cooperate with Hut and USBTC to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreement, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); (vi) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTC) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (vii) not to accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); and (viii) not to cooperate in any way with, or knowingly assist or participate in, any effort or attempt by any other Person to do or seek to do any of the foregoing. (e) The Securityholder hereby irrevocably consents consent to: (i) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by HutSunward, USBTC the Purchaser or any of their respective Affiliates affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Arrangement Agreement; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authority and the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX).; (fl) Except except as required by applicable Law, Law or applicable stock exchange requirements or the Business Combination Agreementrequirements, the Securityholder shall not to make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Business Combination Arrangement Agreement without the prior written approval of USBTCthe Purchaser and, in the case any such public announcement or statement is required by applicable Law or applicable stock exchange requirements, to consult with the Purchaser and provide the Purchaser a reasonable opportunity to review and comment on any such public announcement or statement, and give reasonable consideration to any comments made by the Purchaser and its legal counsel, in each case, to the extent permitted by applicable Law or applicable stock exchange requirements; and (m) until the Expiry Time, at the Purchaser’s request and sole expense, to use its, his or her commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Sunward and the Purchaser in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the Arrangement and the other transactions contemplated by the Arrangement Agreement, and to carry out the intents and purposes of this Agreement, and, other than pursuant to and in compliance with Section 7.2 of the Arrangement Agreement, to not enter into any agreement or understanding or make any commitment with any Person that would violate any provision or agreement contained in this Agreement.

Covenants of the Securityholder. (a1) The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, the Purchaser that from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall will not, without having first obtained the prior written consent of USBTCthe Purchaser: (ia) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in option or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) any of the Subject Securities, Securities or tender any of the Subject Securities to a take-over bid or enter into any agreement, arrangement arrangement, commitment or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)therewith, other than (A) pursuant to the Arrangement, Business Combination Agreement Arrangement or an Alternative Transaction, (B) any exercise exercise, conversion or settlementexchange of securities exercisable, as applicable, of Hut Options, Hut DSUs, convertible or Hut RSUs exchangeable for Hut Shares Purchased Securities in accordance with their terms including (including, for greater certainty, any disposition thereof conversion of proportionate voting shares of the Company in exchange for tax purposes or for purposes common shares of "sell-to-cover" transactionsthe Company), or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly of a parent, spouse, child or indirectly wholly owned by the Securityholder grandchild of, or to any member of the Securityholder’s immediate family or to a trustcorporation, partnership, limited liability company, company or other entity controlled by, the Securityholder or a trust or account (including an RRSP, RESP, RRIF or similar estate planning vehicle account) existing for the benefit of such Person or entity, and (D) transfers of Subject Securities for the sole purpose of paying taxes that become due and payable upon the vesting of an equity incentive held by the Securityholder or any member at the closing of the Securityholder’s immediate familyArrangement, provided that the Securityholder has sold all of the free trading subordinate voting shares of the Purchaser received by the Securityholder upon closing of the Arrangement and the proceeds of such sales are insufficient to pay such taxes; and provided further that the Securityholder provides notice to the Purchaser of the number of Subject Securities sold pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”)this exemption, provided that in each the case of (A), (B) and (C), and for greater certainty, any Hut Shares Subject Securities acquired as a result thereof shall be remain Subject Securities and subject to the terms and conditions of this Agreement,Agreement and any such transferee shall agree in writing with the Purchaser to be bound hereby and, in the case of a corporation, partnership, limited liability company or other entity controlled by, the Securityholder, provided that such entity remains controlled by the Securityholder until the Expiry Time; (iib) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (c) requisition or join in the requisition of any meeting of any of the Hut Shareholders securityholders of the Company for the purpose of considering any resolution, or (iii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Shareholders or give consents or approval of any kind with respect to any Subject Securities. (b2) The Securityholder hereby covenants, undertakes and agreesagrees from time to time, from the date of this Agreement until the Expiry Time, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (a) at any meeting of any of the Hut Shareholders securityholders of the Company at which the Securityholder or any registered or beneficial owner of the Subject Securities is entitled to vote in respect of such Subject Securitiesvote, including without limitation the Hut Meeting, and meeting of Company Voting Securityholders to be called to approve the Arrangement; and (b) in any action by written consent of the Hut Shareholders: (i) securityholders of the Company, in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, resolution approving the Arrangement Resolution) and the transactions contemplated by the Business Combination Arrangement Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Arrangement Agreement); and (ii) against (A) any Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement); and (B) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b3.1(2), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy and to cause any beneficial owners of Subject Securities eligible to be voted to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the Subject Securities, extent that they carry the right to vote) as soon as practicable following the mailing of the Company Circular and in any event at least ten five Business Days prior to the Hut Meetingmeeting of Company Voting Securityholders to be called to approve the Arrangement and as far in advance as practicable of every adjournment or postponement thereof, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolutionresolution approving the Arrangement. The Securityholder hereby irrevocably and unconditionally agrees that neither it will not take, nor permit any Person on its behalf will take to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Securityholder might have unless this Agreement is has at such time been previously terminated in accordance with Section 4.1. If for any reason The Securityholder will provide copies of each such proxy or voting instruction form is invalid and not effective, (or screen shots evidencing electronic voting thereof) referred to above to the Purchaser at the address below concurrently with its delivery as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) provided for and on its behalf to act in respect of any resolution in connection with the Arrangementabove. (c3) The Securityholder hereby covenants, undertakes and agrees from time to immediately cease and cause to be terminated any existing solicitation, discussion or negotiation commenced prior to the date of this Agreement with any Person (other than USBTC or an Affiliate thereof) by such Securityholder or, if applicable, any of its officers, directors, employees, representatives or agents with respect to any potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement), whether or not initiated by the Securityholder or any of its officers, directors, employees, representatives or agents; (d) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, the Securityholder agreestime, until the Expiry Time: , to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent that they carry the right to vote) against any proposed action by the Company, any Company Securityholder, any of the Company’s Subsidiaries or any other Person (or group of Persons) other than the Purchaser: (i) not to exercise in respect of (a) any rights of appraisalsale, Dissent Rights disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing), direct or indirect, in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries or of 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (b) any direct or indirect take-over bid, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of dissent Persons beneficially owning 20% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries); (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries; or (d) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries that requires the Securityholder may have arising from approval of Company Securityholders under applicable law, other than the transactions contemplated by the Business Combination Agreement; Arrangement or an Alternative Transaction (collectively, an “Acquisition Proposal”); or (ii) not which would reasonably be regarded as being directed towards or likely to bringprevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or threaten by-laws of the Company or any of its Subsidiaries or their respective corporate structures or capitalization. (4) Until the Expiry Time, subject to bringSection 4.5 (if applicable), any suit or proceeding for the purpose ofSecurityholder will not, or which has the effect ofin its capacity as such, and will ensure that its affiliates do not, directly or indirectly, stoppingthrough any officer, preventingdirector, impedingemployee, delaying representative or varying in any material respect such transactions agent or any aspect thereof;otherwise: (iiia) not to take any action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with, the completion of the transactions contemplated by the Business Combination Agreement; (iv) to cooperate with Hut and USBTC to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreement, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); (vi) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTC) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal. (b) solicit proxies or become a participant in or act jointly or in concert with any person in connection with a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Purchased Securities as contemplated by the Arrangement; (viic) not participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal; or (d) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to regarding any Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement); andProposal. (viii5) not to cooperate The Securityholder will not: (i) exercise any dissent rights in respect of the Arrangement; (ii) contest in any way with, or knowingly assist or participate in, any effort or attempt the approval of the Arrangement by any other Person to do or seek to do any of the foregoing. (e) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any information circular or U.S. registration statement and court documents produced by Hut, USBTC or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Business Combination AgreementGovernmental Entity; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authority and the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX). (f) Except as required by applicable Law, applicable stock exchange requirements or the Business Combination Agreement, the Securityholder shall not make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Business Combination Agreement without the prior written approval of USBTC.or

Covenants of the Securityholder. (a) The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), Harvest Parties that the Securityholder shall will not, without having first obtained the prior written consent of USBTCthe Harvest Parties: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in option or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) any of the Subject Securities, Securities or tender any of the Subject Securities to a take-over bid or enter into any agreement, arrangement arrangement, commitment or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)therewith, other than (A) pursuant to the Arrangement, Business Combination Agreement or an Alternative Transaction, (B) any exercise of warrants or settlement, as applicable, of Hut Options, Hut DSUs, or Hut RSUs options exercisable for Hut Shares Exchanged Securities in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactionsterms, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly of a parent, spouse, child or indirectly wholly owned by the Securityholder grandchild of, or to any member of the Securityholder’s immediate family or to a trustcorporation, partnership, limited liability company, company or other similar estate planning vehicle entity controlled by, the Securityholder or a trust or account existing for the benefit of the Securityholder such Person or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”)entity, provided that in each such case and for greater certainty, any Hut Shares Subject Securities acquired as a result thereof shall be remain Subject Securities and subject to the terms and conditions of this Agreement,Agreement and, in the case of a corporation, partnership, limited liability company or other entity controlled by, the Securityholder, provided that such entity remains controlled by the Securityholder; (ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or (iii) requisition or join in the requisition of any meeting of any of the Hut Shareholders securityholders of Harvest for the purpose of considering any resolution, or (iii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Shareholders or give consents or approval of any kind with respect to any Subject Securities. (b) The Securityholder hereby covenants, undertakes and agrees, agrees from the date time to time to cause to be counted as present for purposes of this Agreement until the Expiry Time, establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the Hut Shareholders securityholders of ParentCo or Verano at which the Securityholder is or any registered or beneficial owner of the Subject Securities are entitled to vote in respect of such Subject Securitiesvote, including without limitation the Hut Meeting, and meeting of Prospective Shareholders to be called to approve the Arrangement; and (ii) in any action by written consent of the Hut Shareholders: (i) securityholders of ParentCo or Verano, in favour of the approval, consent, ratification and adoption of the Arrangement (including, without limitation, resolution approving the Arrangement Resolution) and the transactions contemplated by the Business Combination Agreement (and any actions reasonably required for the consummation of the transactions contemplated by the Business Combination Agreement); and (ii) against (A) any Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement); and (B) any action that would reasonably be expected to impede, delay, interfere with, or discourage in any material respect the transactions contemplated by the Business Combination Agreement and any action that would reasonably be expected to result in any material breach of any representation, warranty or covenant of Hut in the Business Combination Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably and unconditionally agrees to deposit an irrevocable proxy a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the Subject Securities, extent that they carry the right to vote) as soon as practicable following the mailing of the ParentCo Circular and in any event at least ten 5 Business Days prior to the Hut Meetingmeeting of securityholders to be called to approve the Arrangement and as far in advance as practicable of every adjournment or postponement thereof, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolutionresolution approving the Arrangement. The Securityholder hereby irrevocably and unconditionally agrees that neither it will not take, nor permit any Person on its behalf will take to take, any action to withdraw, revoke, change, amend or invalidate any proxy or voting instruction form deposited or delivered by the Securityholder pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Securityholder might have unless this Agreement is has at such time been previously terminated in accordance with Section 4.1. If for any reason The Securityholder will provide copies of each such proxy or voting instruction form is invalid and not effective, (or screen shots evidencing electronic voting thereof) referred to above to the Harvest Parties at the address below concurrently with its delivery as determined by the Depositary, or is not delivered in accordance with this Section 3.1(b), the Securityholder hereby unconditionally and irrevocably appoints USBTC as attorney in fact (which appointment is coupled with an interest) provided for and on its behalf to act in respect of any resolution in connection with the Arrangementabove. (c) The Securityholder hereby covenants, undertakes and agrees from time to immediately cease and time to cause to be terminated counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent that they carry the right to vote) against any existing solicitationproposed action by ParentCo or Verano, discussion any Prospective Shareholder, any of ParentCo or negotiation commenced Verano’s subsidiaries or any other Person (or group of Persons) other than the Harvest Parties, in respect of: (i) a Company Acquisition Proposal or Company Superior Proposal, or (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of ParentCo, Verano or any of their subsidiaries or their respective corporate structures or capitalization. (d) The Securityholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least a majority of the Exchanged Securities of ParentCo or Verano, where such transaction requires the approval of Prospective Shareholders under applicable law, other than the Arrangement, is presented prior to the date Effective Time of this Agreement with any Person (other than USBTC the Arrangement for approval of, or an Affiliate thereof) by such Securityholder oracceptance by, if applicable, any of its officers, directors, employees, representatives or agents with respect to any potential Acquisition Proposal (other than the transactions contemplated by the Business Combination Agreement)Prospective Shareholders, whether or not initiated it may be recommended by the Securityholder board of directors of ParentCo or Verano, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of its officers, directors, employees, representatives or agents;the Subject Securities. (de) Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, Section 4.5) or except as may be expressly permitted by the Business Combination Agreement or by USBTC in writing, 4.5 the Securityholder agreeswill not, until the Expiry Timeand will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (i) not solicit proxies or become a participant in a solicitation in opposition to exercise any rights or competition with ParentCo’s proposed acquisition of appraisal, Dissent Rights or other rights of dissent that the Securityholder may have arising from the transactions Exchanged Securities as contemplated by the Business Combination AgreementArrangement; (ii) not assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to bring, interfere with or threaten to bring, any suit or proceeding for inhibit ParentCo’s proposed purchase of the purpose of, or which has Exchanged Securities as contemplated by the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying in any material respect such transactions or any aspect thereofArrangement; (iii) not act jointly or in concert with others with respect to take any action voting securities of any kind, directly ParentCo or indirectly, which might reasonably be regarded as likely to reduce Verano for the success of, purpose of opposing or delay or interfere with, the completion competing with ParentCo’s proposed acquisition of the transactions Exchanged Securities as contemplated by the Business Combination AgreementArrangement; (iv) to cooperate with Hut and USBTC to successfully complete the Arrangement and the other transactions contemplated by the Business Combination Agreement and this Agreement, and to oppose any of the matters in Section 3.1(b)(ii); (v) not to solicit, initiate initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of ParentCo or Verano or any subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an a Company Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement)Proposal; (viv) not to participate in any discussions or negotiations with any Person (other than USBTC or an Affiliate of USBTCthe Harvest Parties) regarding any inquiry, proposal or offer that constitutes or may would reasonably be expected to constitute or lead to an a Company Acquisition Proposal; (viivi) not to accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to regarding any Company Acquisition Proposal (other than an Acquisition Proposal made by USBTC or an Affiliate of USBTC pursuant to the Business Combination Agreement)Proposal; andor (viiivii) not to cooperate in any way with, or knowingly assist or participate in, knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (ef) The Securityholder will not: (i) exercise any dissent rights in respect of the Arrangement; (ii) contest in any way the approval of the Arrangement by any Governmental Entity; or (iii) take any other action of any kind, in each case which would reasonably be regarded as likely to reduce the success of, or materially delay or interfere with the completion of, the transactions contemplated by the Business Combination Agreement. (g) The Securityholder will, and will cause each of its affiliates and will instruct each of its representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than the Harvest Parties or an affiliate thereof) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, a Company Acquisition Proposal. (h) The Securityholder hereby irrevocably consents to: (i) details of this Agreement being set out in any press release, information circular or U.S. registration statement circular, including the ParentCo Circular, the Harvest Circular, and court documents produced by HutHarvest, USBTC the Harvest Parties or any of their respective Affiliates affiliates in connection with the transactions contemplated by this Agreement and the Business Combination Agreement; and (ii) this Agreement or details of this Agreement otherwise being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authority and the Electronic Data Gathering, Analysis, and Retrieval system (EXXXX)Canadian provincial securities regulators. (fi) Except as required by applicable Law, applicable law or stock exchange requirements or the Business Combination Agreementrequirements, the Securityholder shall not will not, and will ensure that their affiliates and representatives do not, make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Business Combination Agreement without the prior written approval of USBTCthe Harvest Parties.