Common use of Covenants of the Shareholder Clause in Contracts

Covenants of the Shareholder. During the period from the date hereof through the Closing Date, the Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholder. During the period from the date hereof through the Closing Date, the Shareholder agrees to: (a) comply and have the Company and each Subsidiary thereof comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions 42 contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser and Purchaser Sub in connection with any requirements imposed upon Purchaser or Purchaser Sub or upon any of its affiliates their Affiliates in connection therewith with this Agreement or herewiththe transactions contemplated by this Agreement; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser and Purchaser Sub in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such the Company or the Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase Purchaser and Purchaser Sub orally and, within three five (35) business days thereafterthereafter in writing, in writing of any change in such Company's the consolidated business or condition of the Company and its Subsidiaries that has had or may have a Material Adverse EffectEffect on the Company; and (ed) deliver to Purchaser and Purchaser Sub prior to the Closing a written statement disclosing any materially untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any material omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser and Purchaser Sub from terminating this Agreement pursuant to Section 9.1(c9.1(b) hereof or obtaining the expenses contemplated by Section 12.1 hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement; (e) subject to Section 7.14, prepare and deliver a proxy statement or information statement relating to the transaction contemplated by this Agreement prepared in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Proxy Statement"), to the shareholders of the Shareholder soliciting their vote in favor of the Clean Earth Sale Transaction and containing advice that the Shareholder Board recommends that the shareholders approve the Clean Earth Sale Transaction; and in connection therewith, (i) cause a meeting of its shareholders to be duly called and held for the purpose of voting on the approval (the "Shareholder Approval") of the Clean Earth Sale Transaction (the "Shareholder Meeting"), as soon as practicable after the date hereof, and (ii) deliver at the Shareholder Meeting the votes or proxies of the officers and directors of the Company and the Subsidiaries and their respective affiliates in favor of the transaction; (f) except as provided in Section 7.2(b), to cause the Company's Subsidiary that is a party to the Brooklyn Contract not to distribute to the Shareholder any "mobilization" monies or advances received under or in connection with the Brooklyn Contract, other than to pay such expenses actually incurred in the performance of its obligations thereunder or to pay profits based on the percentage-of-completion method under U.S. generally accepted accounting principles to the Company; (g) take all actions to enable an effective election to be made for the Company and each of its Subsidiaries under Section 338(h)(10) of the Code, as required by Section 7.11, and not to take any action inconsistent therewith; and (h) use its reasonable best efforts to obtain termination agreements from the B.C. Guarantors that terminate any agreements, arrangements or understandings (whether oral or written) among the B.C. Guarantors and any of the Company or any Subsidiary thereof, with respect to the payment by the Company or any Subsidiary thereof of any amounts or other consideration to the B.C. Guarantors, or any of them, upon the occurrence of the Closing or thereafter (the "B.C. Guarantor Reimbursement Agreements").

Covenants of the Shareholder. During the period from ---------------------------- commencing on the date hereof and continuing through the Closing Date, the Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Buyer in connection with any such requirements imposed upon Purchaser Buyer or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best commercial efforts to obtain (and to cooperate with Purchaser Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder the Company or the Shareholder, as applicable, in connection with the transactions contemplated by this Agreement; (c) use its reasonable best commercial efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 6.01 of this Agreement; (d) promptly advise Purchase Buyer orally and, within three (3) business days Business Days thereafter, in writing of any change in such the Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that -------- ------- the disclosure of such untrue statement or omission shall not prevent Purchaser Buyer from terminating this Agreement pursuant to Section 9.1(c9.01(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholder. During the period from commencing on the date hereof and continuing through the Closing Date, the Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Buyer in connection with any such requirements imposed upon Purchaser Buyer or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best commercial efforts to obtain (and to cooperate with Purchaser Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder the Company or the Shareholder, as applicable, in connection with the transactions contemplated by this Agreement; (c) use its reasonable best commercial efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 6.01 of this Agreement; (d) promptly advise Purchase Buyer orally and, within three (3) business days Business Days thereafter, in writing of any change in such the Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser Buyer from terminating this Agreement pursuant to Section 9.1(c9.01(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholder. During (a) The Shareholder hereby covenants and agrees in favour of the period Purchaser that, from the date hereof through until the Closing Datetermination of this Agreement in accordance with Section 4.1, except as permitted by this Agreement: (i) at any meeting of securityholders of the Company called to vote upon the Arrangement Resolution or the transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement Resolution or the transactions contemplated by the Arrangement Agreement is sought, the Shareholder shall cause its Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares (which have a right to vote at such meeting) in favour of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement; (ii) at any meeting of securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Shareholder shall cause its Subject Shares (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Shares (which have a right to vote at such meeting) against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”); (iii) the Shareholder shall revoke any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement; (iv) the Shareholder agrees not to directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Shares to any Person, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement; (v) the Shareholder shall as a holder of Subject Shares cooperate with the Company and the Purchaser to successfully complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement and to oppose any of the Prohibited Matters; (vi) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, from the Arrangement or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vii) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Company Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder, the Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Company Circular and with a copy to the Purchaser concurrently with such delivery, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement Resolution; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, with a copy to the Purchaser concurrently, instructing that the Shareholder’s Subject Shares be voted at the Company Meeting in favour of the Arrangement Resolution. Such proxy or proxies shall name those individuals as may be designated by the Company in the Company Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 4.1, subject to Section 4.5, the Shareholder 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 competition with the Purchaser’s proposed purchase of the Company Shares as contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Company Shares as contemplated by 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’s proposed purchase of the Company Shares as contemplated by the Arrangement; (iv) knowingly solicit, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company 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 Acquisition Proposal; (v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal; or (vi) encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (c) The Shareholder 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 Purchaser or an affiliate thereof) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. (d) The Shareholder hereby consents to: (ai) comply promptly details of this Agreement being set out in any press release, information circular, including the Company Circular, and court documents produced by the Company, the Purchaser or any of their respective affiliates in connection with all requirements the Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, by filing on the SEDAR operated on behalf of the Securities Authorities. (e) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that applicable Legal Requirements may impose upon it their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated by herein or pursuant to the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or Arrangement Agreement without the prior written approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally andPurchaser, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission which approval shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementbe unreasonably withheld.

Covenants of the Shareholder. During (a) The Shareholder hereby covenants and agrees in favour of the period Purchaser and Xxxxxx that, from the date hereof through until the Closing Datetermination of this Agreement in accordance with Section 4.1, except as permitted by this Agreement: (i) at any meeting of securityholders of the Company called to vote upon the Resolution or the transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Resolution or the transactions contemplated by the Arrangement Agreement is sought (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Shares which carry the right to vote at such meeting in favour of the Resolution and the transactions contemplated by the Arrangement Agreement; (ii) at any meeting of securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought in respect of any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder shall revoke any and all proxies previously granted or voting instruction forms or other voting documents previously delivered that may conflict or be inconsistent with the Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees tothat he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person prior to the record date for the Meeting, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than as contemplated in this Agreement; (v) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, in respect of the Resolution or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vi) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder and entitled to vote at the Meeting, the Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Resolution, with a copy to Canopy concurrently with such delivery; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject Shares be voted at the Meeting in favour of the Resolution, with a copy to Canopy concurrently with such delivery . Such proxy or proxies shall name those individuals as may be designated by the Company in the Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of Canopy and the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (ai) comply promptly solicit proxies or become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the transactions contemplated by 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 transactions contemplated by the Arrangement Agreement; or (iv) knowingly encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (c) The Shareholder hereby consents to, to the extent required by Law: (i) details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company or Canopy or any of their respective affiliates in connection with the Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on SEDAR operated on behalf of the Securities Authorities with all requirements reasonable redactions made at the request of the Shareholder. (d) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that applicable Legal Requirements may impose upon it its affiliates and representatives do not, make any public announcement with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser herein or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior pursuant to the Closing a Arrangement Agreement without the prior written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make approval of Canopy and the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementPurchaser.

Covenants of the Shareholder. During (a) The Shareholder hereby covenants and agrees in favour of the period Purchaser and Cxxxxx that, from the date hereof through until the Closing Datetermination of this Agreement in accordance with Section 4.1, except as permitted by this Agreement: (i) at any meeting of securityholders of the Company called to vote upon the Resolution or the transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Resolution or the transactions contemplated by the Arrangement Agreement is sought (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Shares which carry the right to vote at such meeting in favour of the Resolution and the transactions contemplated by the Arrangement Agreement; (ii) at any meeting of securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought in respect of any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder shall revoke any and all proxies previously granted or voting instruction forms or other voting documents previously delivered that may conflict or be inconsistent with the Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees tothat he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person prior to the record date for the Meeting, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than as contemplated in this Agreement; (v) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, in respect of the Resolution or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vi) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder and entitled to vote at the Meeting, the Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Resolution, with a copy to Canopy concurrently with such delivery; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject Shares be voted at the Meeting in favour of the Resolution‎, with a copy to Canopy concurrently with such delivery‎ ‎‎. Such proxy or proxies shall name those individuals as may be designated by the Company in the Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of Canopy and the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (ai) comply promptly solicit proxies or become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the transactions contemplated by 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 transactions contemplated by the Arrangement Agreement; or (iv) knowingly encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (c) The Shareholder hereby consents to, to the extent required by Law: (i) details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company or Canopy or any of their respective affiliates in connection with the Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on SXXXX operated on behalf of the Securities Authorities with all requirements reasonable redactions made at the request of the Shareholder. (d) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that applicable Legal Requirements may impose upon it its affiliates and representatives do not, make any public announcement with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser herein or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior pursuant to the Closing a Arrangement Agreement without the prior written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make approval of Canopy and the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementPurchaser.

Covenants of the Shareholder. During (a) The Shareholder hereby covenants and agrees in favour of the period Purchaser and Xxxxxx that, from the date hereof through until the Closing Datetermination of this Agreement in accordance with Section 4.1, except as permitted by this Agreement: (i) at any meeting of securityholders of the Company called to vote upon the Resolution or the transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Resolution or the transactions contemplated by the Arrangement Agreement is sought (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Shares which carry the right to vote at such meeting in favour of the Resolution and the transactions contemplated by the Arrangement Agreement; (ii) at any meeting of securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought in respect of any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Shareholder shall cause all its Subject Shares which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Shares which carry the right to vote at such meeting against the Prohibited Matters; (iii) the Shareholder shall revoke any and all proxies previously granted or voting instruction forms or other voting documents previously delivered that may conflict or be inconsistent with the Shareholder’s covenants and agreements set forth in this Agreement; (iv) the Shareholder agrees tothat he or she will not, directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement to Transfer any of its Subject Shares to any Person prior to the record date for the Meeting, other than pursuant to the Arrangement Agreement, or (ii) grant any proxies or power of attorney, deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than as contemplated in this Agreement; (v) the Shareholder shall not exercise any rights of appraisal or rights of dissent, as applicable, in respect of the Resolution or the transactions contemplated by the Arrangement Agreement that the Shareholder may have; and (vi) without limiting the generality of Section 4.13, no later than five Business Days prior to the date of the Meeting: (i) with respect to any Subject Shares that are registered in the name of the Shareholder and entitled to vote at the Meeting, the Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Resolution, with a copy to Canopy concurrently with such delivery; and (ii) with respect to any Subject Shares that are beneficially owned by the Shareholder but not registered in the name of the Shareholder, the Shareholder shall deliver a duly executed voting instruction form to the intermediary through which the Shareholder holds its beneficial interest in the Shareholder’s Subject Shares, instructing that the Shareholder’s Subject Shares be voted at the Meeting in favour of the Resolution‎, with a copy to Canopy concurrently with such delivery‎ ‎‎. Such proxy or proxies shall name those individuals as may be designated by the Company in the Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of Canopy and the Purchaser. (b) From the date hereof until the termination of this Agreement in accordance with Section 4.1, subject to Section 4.5, the Shareholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise: (ai) comply promptly solicit proxies or become a participant in a solicitation of proxies in opposition to or competition with the transactions contemplated by the Arrangement; (ii) assist any Person in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the transactions contemplated by 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 transactions contemplated by the Arrangement Agreement; or (iv) knowingly encourage any effort or attempt by any other Person to do or seek to do any of the foregoing. (c) The Shareholder hereby consents to, to the extent required by Law: (i) details of this Agreement being set out in any press release, proxy statement, including the Circular, and court documents produced by the Company or Canopy or any of their respective affiliates in connection with the Arrangement in accordance with the provisions of the Arrangement Agreement; and (ii) this Agreement being made publicly available, including by filing on XXXXX operated on behalf of the Securities Authorities with all requirements reasonable redactions made at the request of the Shareholder. (d) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that applicable Legal Requirements may impose upon it its affiliates and representatives do not, make any public announcement with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser herein or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior pursuant to the Closing a Arrangement Agreement without the prior written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make approval of Canopy and the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementPurchaser.

Covenants of the Shareholder. During For good and valuable consideration, the period receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, from the date hereof through until the Closing Datetermination of this letter agreement in accordance with Section 5, the Shareholder agrees tohereby covenants and agrees, as follows: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect irrevocably to vote (or cause to be voted), and provide evidence hereof to Raging River, in writing if voting by proxy, within five days prior to the transactions Meeting, all of the Shareholder's Baytex Shares in favour of the Issuance 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 shall cooperate promptly with, any actions required in furtherance of the actions contemplated thereby at the Meeting and furnish information to, Purchase in connection with not withdraw any requirements imposed upon Purchaser proxies or upon any of its affiliates in connection therewith or herewithchange the vote thereof; (b) use its reasonable best efforts to obtain vote (and or to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required cause to be obtained voted) all of the Shareholder's Baytex Shares at any meeting of Shareholders of Baytex against any resolution or made by such Shareholder transaction which would in connection with any manner, frustrate, prevent, delay or nullify the Issuance Resolution, the Arrangement or any of the other transactions contemplated by this the Arrangement Agreement; (c) use except to the extent permitted hereunder, not take any action of any kind which would cause any of its reasonable best efforts representations or warranties in this letter agreement to bring about become untrue or which may in any way materially adversely affect the satisfaction success of the conditions precedent to Closing set forth in Section 8.1 Arrangement or the completion of this Agreementthe Arrangement; (d) promptly advise Purchase orally andnotify 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, within three 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 (3) business days thereafter, in writing irrespective of any change language which suggests that it is only being given as at the date hereof); (e) not to grant or agree to grant any proxy or other right to vote any of 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 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 as to any of the Shareholder's Baytex Shares (other than in connection with the performance by the Securityholder of its obligations hereunder); (f) except to the extent permitted hereunder, not to take any action, directly or indirectly, which may reasonably be expected to adversely affect, delay, hinder, upset or challenge the successful completion of the Arrangement; (g) to execute and deliver, or cause to be executed and delivered, such Company's business additional or condition that has had further consents, documents or other instruments as Raging River may have a Material Adverse Effectreasonably request for the purpose of effectively carrying out the matters contemplated by this letter agreement; and (eh) deliver subject to Purchaser prior Section 15, it shall use its reasonable commercial efforts to cause Baytex to perform its obligations under the Arrangement Agreement, to the Closing a written statement disclosing any untrue statement extent that it is in this Agreement within his or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementher power.