Common use of Covenants of the Shareholder Clause in Contracts

Covenants of the Shareholder. 2.1 The Shareholder hereby covenants and agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 6: (a) not option, offer, sell, assign, transfer, exchange, dispose of, gift, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein (legal or equitable), to any person or group, or agree to do any of the foregoing; (b) not grant or agree to grant any proxy, power of attorney or other right to vote any Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of Shareholders or give consents or approval of any kind with respect to any of the Subject Shares; (c) not vote or cause to be voted any Subject Shares in respect of any proposed action by the Corporation, Barrick Shareholders, a subsidiary of the Corporation or any other person, which could reasonably be regarded as likely to reduce the likelihood of success of, or challenge, prevent, delay or interfere with, the completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (d) not make any statements which may reasonably be construed as being against the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (e) not take any action of any kind, directly or indirectly, which could reasonably be expected to reduce the likelihood of success of, or challenge, prevent, delay or interfere with, the completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (f) promptly notify Randgold of any acquisitions after the date hereof by the Shareholder of any Common Shares; and (g) not do indirectly that which it may not do directly by the terms of this Article 2. 2.2 For greater certainty, the Shareholder hereby acknowledges and agrees that any securities in the capital of the Corporation purchased or acquired by the Shareholder after the date hereof, including any by private agreement, in the market, through the exercise, exchange or conversion of any securities or otherwise shall be deemed to be subject to the terms hereof as Subject Shares. 2.3 Notwithstanding any other provision of this Agreement, Randgold hereby agrees and acknowledges that the Shareholder is bound hereunder solely in its capacity as a Barrick Shareholder and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his or her capacity as a director or officer of the Corporation. Without limiting the foregoing, Randgold acknowledges and agrees that the Shareholder may take any action in his or her capacity as director or officer of the Corporation to discharge such Shareholder’s fiduciary duties as a director and/or officer of the Corporation, provided that any such action is permitted by and is done in strict compliance with the terms of the Merger and the Cooperation Agreement.

Covenants of the Shareholder. 2.1 The Shareholder hereby covenants and agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 6as follows: (a) From the date hereof until this Agreement is terminated in accordance with its terms, without the prior written consent of Purchaser (to be granted or withheld in its sole discretion), Shareholder will: (i) attend and participate in all meetings of Seller Shareholders called in connection with the Purchase Agreement, the Acquisition and/or the transactions contemplated by the Purchase Agreement (including any postponements or adjournments thereof, a “Meeting”); (ii) at any Meeting, vote the Subject Shares, or cause the Subject Shares to be voted, for the approval of the Acquisition and the other transactions contemplated by the Purchase Agreement and other matters relating thereto presented for approval of the Seller Shareholders; and (iii) vote the Subject Shares at any Meeting or any other meeting of Seller Shareholders, or cause the Subject Shares to be voted, against the approval of any other Contract providing for an acquisition of shares, acquisition of assets, merger, consolidation or other business combination of Seller with or by any Person other than Purchaser, or providing for any amendment to Seller’s Governing Documents or any other action or Contract that is intended to or could reasonably be expected to impede, interfere with, delay or discourage the Acquisition or the other transactions contemplated by the Purchase Agreement, or change the voting rights of any class of capital stock of Seller. For the avoidance of doubt, to the extent that the Shareholder is the beneficial but not optionthe legal owner of any portion of the Subject Shares (as disclosed in filings made on or prior to the date hereof with the US SEC or as otherwise indicated on the signature page hereto), offerthe covenant set forth in Section 2(a)(i) in respect of such Subject Shares shall comprise a covenant to cause the legal owner thereof to comply with the terms thereof. (b) From the date hereof until this Agreement is terminated in accordance with its terms, without the prior written consent of Purchaser (to be granted or withheld in its sole discretion), Shareholder will not: (i) sell, assign, transfer, exchange, transfer or otherwise dispose of, giftor permit to be sold, pledgeassigned, encumber, grant a security interest in, hypothecate transferred or otherwise convey or enter into any forward saledisposed of, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein (legal or equitable), to any person or group, or agree to do any of the foregoing; (bii) not grant or agree to grant any proxy, power of attorney or other right to vote deposit any Subject Shares, Shares in a voting trust or enter into any a voting agreement, power of attorney, voting trust, vote pooling trust or other agreement similar Contract with respect to the right to voteSubject Shares (except for this Agreement), call meetings of Shareholders or give consents (iii) take any other action that would make any representation or approval of any kind with respect to any warranty of the Subject Shares;Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing the Shareholder from performing its obligations hereunder. (c) not vote The Shareholder shall, from time to time, execute and deliver, or cause to be voted any Subject Shares in respect executed and delivered, such additional or further consents, documents, agreements and other instruments (terminating concurrently with this Agreement) as may be reasonably required for the purpose of any proposed action carrying out the intent of the parties hereunder (provided that Purchaser shall bear the cost of incidental expenses incurred by the Corporation, Barrick Shareholders, a subsidiary Shareholder in connection with such execution and delivery). For the avoidance of the Corporation or any other person, which could reasonably be regarded as likely to reduce the likelihood of success of, or challenge, prevent, delay or interfere withdoubt, the completion of Shareholder’s obligations under this Section 2(c) shall not require the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (d) not make any statements which may reasonably be construed as being against the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (e) not take any action of any kind, directly or indirectly, which could reasonably be expected to reduce the likelihood of success of, or challenge, prevent, delay or interfere with, the completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (f) promptly notify Randgold of any acquisitions after the date hereof execution by the Shareholder of any Common Shares; and (gwritten consent so long as Shareholder has fulfilled its obligations under Section 2(a) not do indirectly that which it may not do directly by or the terms of this Article 2. 2.2 For greater certainty, the Shareholder hereby acknowledges and agrees that any securities in the capital of the Corporation purchased or acquired by the Shareholder after the date hereof, including any by private agreement, in the market, through the exercise, exchange or conversion granting of any securities or otherwise shall be deemed to be subject to the terms hereof as Subject Sharesproxy. 2.3 Notwithstanding any other provision of this Agreement, Randgold hereby agrees and acknowledges that the Shareholder is bound hereunder solely in its capacity as a Barrick Shareholder and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his or her capacity as a director or officer of the Corporation. Without limiting the foregoing, Randgold acknowledges and agrees that the Shareholder may take any action in his or her capacity as director or officer of the Corporation to discharge such Shareholder’s fiduciary duties as a director and/or officer of the Corporation, provided that any such action is permitted by and is done in strict compliance with the terms of the Merger and the Cooperation Agreement.

Covenants of the Shareholder. 2.1 The Shareholder hereby covenants and agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 6: (a) not optionoption for sale, offer, sell, transfer, assign, transfer, exchange, gift, dispose of, gift, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject SharesShares or Subject Securities, or any right or interest therein (legal or equitable), to any person or group, Person or agree to do any of the foregoing, provided, however, that the Shareholder may (i) exercise Subject Securities for Common Shares and (ii) dispose of that number of Common Shares required to pay for the exercise of such Subject Securities and to fund the taxes payable as a result of such disposition; (b) except to the extent contemplated by this Agreement, not grant or agree to grant any proxy, power of attorney or other right to vote any the Subject SharesShares and Subject Securities (which have a right to vote at such meeting), or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of Shareholders the shareholders of Gran Colombia or give consents or approval of any kind with respect to any of the Subject SharesShares or Subject Securities; (c) not vote or cause exercise the voting rights attaching to be voted any the Subject Shares and Subject Securities (which have a right to vote at such meeting) in respect of any proposed action by the Corporation, Barrick Shareholders, Gran Colombia in a subsidiary of the Corporation or any other person, manner which could would reasonably be regarded as likely expected to reduce prevent or materially delay the likelihood of success of, or challenge, prevent, delay or interfere with, the successful completion of the Merger, Transaction or the Continuance or any transaction or matter related to the foregoing or other transactions contemplated by the Cooperation Arrangement Agreement; (d) not make any statements which may reasonably be construed as being against the Merger, the Continuance or any transaction or matter related opposed to the foregoing Transaction or the other transactions contemplated by the Cooperation Agreement;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 the Transaction or the other transactions contemplated by the Arrangement Agreement or any aspect thereof, including not exercise any securityholder rights or remedies available at common law or pursuant to applicable Securities Laws; and (e) not take exercise any action dissent or appraisal rights in respect of any kindresolution approving the Transaction, directly or indirectlyincluding, which could reasonably be expected to reduce the likelihood of success of, or challenge, prevent, delay or interfere withif applicable, the completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (f) promptly notify Randgold of any acquisitions after the date hereof by the Purchaser Shareholder of any Common Shares; and (g) not do indirectly that which it may not do directly by the terms of this Article 2Resolution. 2.2 For greater certainty, the Shareholder hereby acknowledges and agrees that any securities in the capital of the Corporation purchased or acquired by the Shareholder after the date hereof, including any by private agreement, in the market, through the exercise, exchange or conversion of any securities or otherwise shall be deemed to be subject to the terms hereof as Subject Shares. 2.3 Notwithstanding any other provision of this Agreement, Randgold Gold X hereby agrees and acknowledges that the Shareholder is bound hereunder solely in its capacity as a Barrick Shareholder securityholder of Gran Colombia and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his or her capacity as a director or officer of the CorporationGran Colombia. Without limiting the foregoing, Randgold Gold X acknowledges and agrees that the Shareholder may take any action in his or her capacity as a director or officer of the Corporation Gran Colombia to discharge such Shareholder’s 's fiduciary duties as a director and/or officer of Gran Colombia under applicable Law or that is permitted by the Corporation, provided that Arrangement Agreement and any such action is permitted by and is done in strict compliance with the terms Shareholder shall not constitute a violation of the Merger and the Cooperation this Agreement.

Covenants of the Shareholder. 2.1 The Shareholder hereby covenants and agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 6as follows: (a) not optionAt any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, offer, sell, assign, transfer, exchange, dispose of, gift, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement consent or other monetization transaction approval with respect to any the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares having a right to vote with respect thereto in favor of the Subject SharesMerger, or any right or interest therein (legal or equitable), to any person or group, or agree to do any the approval of the foregoing;Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Shareholder. (b) not grant At any meeting of shareholders of the Company or agree to grant at any proxyadjournment thereof or in any other circumstances upon which the Shareholder's vote, power of attorney consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares having a right to vote with respect thereto against (i) any Subject Sharesmerger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's articles of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (c) The Shareholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any voting agreementcontract, voting trust, vote pooling option or other agreement arrangement (including any profit sharing arrangement) with respect to the right to votesale, call meetings of Shareholders transfer, pledge, assignment or give consents or approval of any kind with respect other disposition of, the Subject Shares to any of the Subject Shares; person other than Sub or Sub's designee or (cii) not vote enter into any voting arrangement, whether by proxy, voting agreement or cause to be voted any Subject Shares otherwise, in respect of any proposed action by the Corporation, Barrick Shareholders, a subsidiary of the Corporation or any other person, which could reasonably be regarded as likely to reduce the likelihood of success of, or challenge, prevent, delay or interfere with, the completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (d) not make any statements which may reasonably be construed as being against the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (e) not take any action of any kindconnection, directly or indirectly, which could with any Takeover Proposal. (d) The Shareholder shall not, nor shall the Shareholder permit any investment banker, attorney or other adviser or representative of the Shareholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to reduce the likelihood of success oflead to, or challenge, prevent, delay or interfere with, the completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement;Takeover Proposal. (fe) promptly notify Randgold of any acquisitions after So long as the date hereof by the Shareholder of any Common Shares; and (g) Merger Agreement has not do indirectly that which it may not do directly by the terms of this Article 2. 2.2 For greater certaintybeen terminated, the Shareholder hereby acknowledges shall tender pursuant to the Offer, and agrees that any securities in the capital not withdraw, all of the Corporation purchased or acquired by the Shareholder after the date hereof, including any by private agreementSubject Shares and, in connection therewith, shall, with respect to the marketClass C Shares, through the exercise, exchange or conversion of any securities or otherwise take such action as shall be deemed necessary to be subject request retraction of such shares and tender of the shares of Common Stock received upon such retraction pursuant to the terms hereof as Subject SharesOffer. 2.3 Notwithstanding any other provision of this Agreement, Randgold hereby agrees and acknowledges that the Shareholder is bound hereunder solely in its capacity as a Barrick Shareholder and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in his or her capacity as a director or officer of the Corporation. Without limiting the foregoing, Randgold acknowledges and agrees that the Shareholder may take any action in his or her capacity as director or officer of the Corporation to discharge such Shareholder’s fiduciary duties as a director and/or officer of the Corporation, provided that any such action is permitted by and is done in strict compliance with the terms of the Merger and the Cooperation Agreement.

Covenants of the Shareholder. 2.1 The Shareholder For good and valuable consideration, the receipt and sufficiency of which is hereby covenants acknowledged, and agrees that it shallsubject to the terms and conditions hereof, from the date hereof until the termination of this Agreement pursuant to Article 6letter agreement in accordance with Section 5, the Shareholder hereby covenants and agrees, as follows: (a) not optionirrevocably to vote (or cause to be voted), offerand provide evidence hereof to Raging River, sellin writing if voting by proxy, assignwithin five days prior to the Meeting, transfer, exchange, dispose of, gift, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any all of the Subject Shares, or any right or interest therein (legal or equitable), to any person or group, or agree to do any Shareholder's Baytex Shares in favour of the foregoingIssuance Resolution and all other resolutions approving the Arrangement or necessary for the consummation of the Arrangement, if any, as contemplated by the Arrangement Agreement, and any actions required in furtherance of the actions contemplated thereby at the Meeting and not withdraw any proxies or change the vote thereof; (b) to vote (or to cause to be voted) all of the Shareholder's Baytex Shares at any meeting of Shareholders of Baytex against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Issuance Resolution, the Arrangement or any of the other transactions contemplated by the Arrangement Agreement; (c) except to the extent permitted hereunder, not take any action of any kind which would cause any of its representations or warranties in this letter agreement to become untrue or which may in any way materially adversely affect the success of the Arrangement or the completion of the Arrangement; (d) promptly notify Raging River upon any of the Shareholder's representations or warranties in this letter agreement becoming untrue or incorrect in any material respect during the period commencing on the date hereof and expiring at the earlier of the Effective Time and the termination of this letter agreement in accordance with Section 5 hereof, and for the purpose of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof); (e) not to grant or agree to grant any proxy, power of attorney proxy or other right to vote any Subject Sharesof the Shareholder's Baytex Shares (other than as permitted under subsections 1(a) and 1(b) hereof and to grant or agree to grant a proxy to vote at any regularly held annual meeting of Baytex with respect to matters that do not affect the Arrangement), or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of Shareholders or give consents or approval of any kind with respect as to any of the Subject SharesShareholder's Baytex Shares (other than in connection with the performance by the Securityholder of its obligations hereunder); (cf) not vote or cause to be voted any Subject Shares in respect of any proposed action by the Corporation, Barrick Shareholders, a subsidiary of the Corporation or any other person, which could reasonably be regarded as likely to reduce the likelihood of success of, or challenge, prevent, delay or interfere with, the completion of the Merger, the Continuance or any transaction or matter related except to the foregoing or contemplated by the Cooperation Agreement; (d) extent permitted hereunder, not make any statements which may reasonably be construed as being against the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement; (e) not take any action of any kindaction, directly or indirectly, which could may reasonably be expected to reduce adversely affect, delay, hinder, upset or challenge the likelihood of success of, or challenge, prevent, delay or interfere with, the successful completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation AgreementArrangement; (fg) promptly notify Randgold to execute and deliver, or cause to be executed and delivered, such additional or further consents, documents or other instruments as Raging River may reasonably request for the purpose of any acquisitions after effectively carrying out the date hereof matters contemplated by the Shareholder of any Common Sharesthis letter agreement; and (gh) not do indirectly that which it may not do directly by the terms of this Article 2. 2.2 For greater certainty, the Shareholder hereby acknowledges and agrees that any securities in the capital of the Corporation purchased or acquired by the Shareholder after the date hereof, including any by private agreement, in the market, through the exercise, exchange or conversion of any securities or otherwise shall be deemed to be subject to Section 15, it shall use its reasonable commercial efforts to cause Baytex to perform its obligations under the terms hereof as Subject Shares. 2.3 Notwithstanding any other provision of this Arrangement Agreement, Randgold hereby agrees and acknowledges to the extent that the Shareholder it is bound hereunder solely in its capacity as a Barrick Shareholder and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in within his or her capacity as a director or officer of the Corporation. Without limiting the foregoing, Randgold acknowledges and agrees that the Shareholder may take any action in his or her capacity as director or officer of the Corporation to discharge such Shareholder’s fiduciary duties as a director and/or officer of the Corporation, provided that any such action is permitted by and is done in strict compliance with the terms of the Merger and the Cooperation Agreementpower.