Common use of Covenants Regarding Exchangeable Shares Clause in Contracts

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent will: (a) not declare or pay any dividends on the Parent Common Stock unless (i) ExchangeCo shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent of any dividend on Parent Common Stock and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common Stock; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCo, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent RG or its Affiliates affiliates are outstanding, Parent willRG shall: (a) not declare or pay any dividends dividend or make any other distribution on the Parent Common Stock RG Shares unless (i) ExchangeCo Canco shall (wA) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend or other distribution (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ), and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo shall Canco shall, in the case of a dividend that is a stock dividend on the RG Shares (yA) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) in a similar proportion to that in respect of the RG Shares (an “Equivalent Stock Subdivision”), and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Canco sufficiently in advance of the declaration by Parent RG of any dividend or other distribution on Parent Common Stock the RG Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoCanco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockRG Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the RG Shares; (c) ensure that the record date for any dividend or other distribution declared on Parent Common Stock the RG Shares is not less than 10 Business Days 7 days after the declaration date of such dividenddividend or other distribution; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCanco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by RG or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoCanco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoCanco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Canco to cause to be delivered Parent Common Stock RG Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right (as defined in the Plan of Arrangement) or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock RG Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent MEC or its Affiliates a subsidiary of MEC are outstanding, Parent MEC will: (a) not declare or pay any dividends dividend on the Parent Common Stock MEC Class A Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”) "), and (x) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo in the case of a stock dividend by MEC, Exchangeco shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “"Equivalent Stock Subdivision”"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent MEC of any dividend on Parent Common Stock MEC Class A Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockMEC Class A Shares or, (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the MEC Class A Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock MEC Class A Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Common Stock MEC Class A Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoMEC, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo MEC to cause to be delivered Parent Common Stock deliver MEC Class A Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) if MEC becomes a "specified financial institution" (as such term is defined in the Income Tax Act (Canada)) or does not deal at arm's length with such a person, take all such actions and do all such things as are reasonably necessary or desirable to exercise the Retraction Call Right if requested to do so by a holder of Exchangeable Shares making a Retraction Request.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Lululemon or its Affiliates subsidiaries are outstanding, Parent Lululemon will: (a) not declare or pay any dividends dividend on the Parent Lululemon Common Stock Shares unless (i) ExchangeCo in the case of a cash dividend on Lululemon Common Shares, (A) Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”) Shares, and (xB) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, such dividend on the Exchangeable Shares or (ii) ExchangeCo in the case of a stock dividend on Lululemon Common Shares, (A) Exchangeco shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), Provisions and (zB) Exchangeco shall have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisionsuch subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Lululemon of any dividend on Parent the Lululemon Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Lululemon Common StockShares or (ii) the record date and effective date for the subdivision of Exchangeable Shares shall be the same as the record date and payment date for the stock dividend on the Lululemon Common Shares; (c) ensure that the record date for any dividend declared on Parent the Lululemon Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Lululemon or its subsidiaries) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Lululemon Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 Article 6, or Article 7, as the case may be, of the Exchangeable Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Lululemon Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates Non-Affiliated Holders are outstanding, Parent US Gold will: (a) not declare or pay any dividends dividend on the Parent US Gold Common Stock unless unless (i) ExchangeCo shall Exchangeco shall: (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”) and "); and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw and the terms of the Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo shall if the dividend is a stock dividend or distribution of stock, in lieu of such a dividend, Exchangeco shall: (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for determined in accordance with the Share Provisions) (an “"Equivalent Stock Subdivision”"), and ; and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent US Gold of any dividend on Parent US Gold Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent US Gold Common Stock; and (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend or distribution of stock, in lieu of such a dividend, on the shares of US Gold Common Stock and that such Equivalent Stock Subdivision on the Exchangeable Shares shall comply with any requirements of the stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for determining shareholders entitled to receive any dividend declared on Parent the US Gold Common Stock is not less than 10 Business Days after the declaration date for such dividend or such shorter period as may be permitted under applicable Law and the requirements of such dividendany stock exchange on which the Exchangeable Shares are listed; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share held by Non-Affiliated Holders upon the liquidation, dissolution or winding-up of ExchangeCo, Exchangeco or any other distribution of the delivery assets of a Retraction Request by a holder Exchangeco among its shareholders for the purpose of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, winding up its affairs including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent shares of US Gold Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, 5 of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable lawLaw, to pay and otherwise perform its obligations arising with respect to the satisfaction of the Retraction Price and the Redemption Price in respect of each issued and outstanding Exchangeable Share held by Non-Affiliated Holders upon the exercise delivery of a Retraction Request by ExchangeCo a holder of the Liquidation Call Right, the Retraction Call Right any Exchangeable Shares or the Redemption Call Righta redemption of Exchangeable Share by Exchangeco, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent shares of US Gold Common Stock to the holders of Exchangeable Shares, in accordance with the provisions of Article 6 or Article 7 of the Share Provisions, as the case may be; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Callco or US Gold, in accordance with applicable Law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including all such actions and all such things as are necessary or desirable to enable and permit Callco or US Gold to cause to be delivered shares of US Gold Common Stock or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be together with a cheque in respect of any cash portion of the Liquidation Call Purchase Price, Retraction Call Purchase Price, Redemption Call Purchase Price or Change of Law Call Right, as the case may be; and (g) not (and will ensure that Callco or any of its affiliates do not) exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent willshall: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or make any other distribution on the Parent Delaware Common Stock unless (other than pursuant to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions) unless: (i) ExchangeCo shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”), (B) and (x) have in the case of a cash dividend or other distribution, receive sufficient money or other assets from Parent (through any intermediary entities) to enable the due declaration and the due and punctual payment, in accordance with applicable Law and the Exchangeable Share Provisions, of any such Equivalent Dividend, and (C) in the case of a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares, have sufficient authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw and the Exchangeable Share Provisions, of any such Equivalent Dividend; provided however, for the avoidance of doubt, that in no event may ExchangeCo elect to effect a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares in the form of cash or property other than stock or shares; or (ii) if the board of directors of ExchangeCo so chooses, in its sole discretion, as an alternative to taking any of the actions described in paragraph (i) above, ExchangeCo shall (y) subdivide adjust the Exchangeable Shares Share Exchange Ratio in accordance with the Exchangeable Share Provisions, provided however that the Exchangeable Share Exchange Ratio shall only be so adjusted to the extent that the board of directors of ExchangeCo determines in good faith and in its sole discretion that ExchangeCo would be liable for any unrecoverable tax as a result of taking any of the actions described in paragraph (i) above, and determines to adjust the Exchangeable Share Exchange Ratio in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisiontaking any such action; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent of any dividend or other distribution on Parent the Delaware Common Stock (other than pursuant to a Preferred Stock Rights Agreement, as that term is defined in the Exchangeable Share Provisions) and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCo, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Delaware Common Stock; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCo, whether voluntary or involuntary, or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to deliver or cause to be delivered Parent Delaware Common Stock or other property to the holders of Exchangeable Shares in accordance with the provisions of Article 5Sections 26.5, 6 26.6 or 726.7, as the case may be, of the Exchangeable Share Provisions; and; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the Share Trustee in accordance with applicable Law to perform its obligations under the Voting and Exchange Trust Agreement, including, without limitation, all such actions and all such things as are reasonably necessary or desirable to enable and permit the Share Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise such number of votes in respect of a Parent Meeting or a Parent Consent (as such terms are defined in the Voting and Exchange Trust Agreement) as is equal to the aggregate number of Exchangeable Shares outstanding at the relevant time (other than those held by Parent and its Affiliates), multiplied by the Exchangeable Share Exchange Ratio, and rounded down to the nearest whole vote in respect of any one Beneficiary (as that term is defined in the Voting and Exchange Trust Agreement); (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallCo, in accordance with applicable lawLaw, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right (or upon the exercise by the holder of the Exchangeable Shares of their right to require CallCo to exercise the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right), including without limitation all such actions and all such things as are necessary or desirable to enable and permit CallCo to deliver or cause to be delivered Delaware Common Stock or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo in accordance with applicable Law, to perform its obligations in connection with a Retraction Request pursuant to Section 26.6 of the Exchangeable Share Provisions and the redemption by ExchangeCo pursuant to Section 26.7 of the Exchangeable Share Provisions, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to deliver or cause to be delivered Parent Delaware Common Stock or other property to the holders of Exchangeable Shares in accordance with the provisions of Sections 26.6 or 26.7 of the Liquidation Call RightExchangeable Share Provisions; and (g) not, except as otherwise contemplated in the Retraction Call Right Exchangeable Shares Provisions: (i) exercise its vote as a shareholder of ExchangeCo to initiate the voluntary liquidation, dissolution or winding up of ExchangeCo or any other distribution of the Redemption Call Rightassets of ExchangeCo among its shareholders for the purpose of winding up its affairs, as or (ii) take any action or omit to take any action that is designed to result in the case may beliquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, without the approval of the holders of the Exchangeable Shares in accordance with the Exchangeable Share Provisions.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Fenix or its Affiliates are outstanding, Parent Fenix will: (a) not declare or pay any dividends dividend on the Parent Common Fenix Stock unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividendsuch dividend on the Exchangeable Shares; or, or (ii) ExchangeCo shall (y) subdivide if the Exchangeable Shares dividend is a stock dividend, in lieu of a stock dividend thereon such dividend, Exchangeco effects an economically equivalent (as provided for determined in accordance with section 2.7(d)) subdivision of the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisionoutstanding Exchangeable Shares; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Fenix of any dividend on Parent Common Fenix Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common Fenix Stock; (c) ensure that the record date for any dividend declared on Parent Common Fenix Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations (i) as set forth in Section 3.2 of the Share Provisions and (ii) with respect to the satisfaction of the Liquidation Amount, the Retraction Exchange Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Fenix or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco, the delivery of a Retraction an Exchange Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Common Stock Corresponding Fenix Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 5 or 76, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things not exercise its vote as are reasonably necessary a shareholder to initiate the voluntary liquidation, dissolution or desirable to enable and permit ExchangeCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo winding up of Exchangeco (or any other distribution of the Liquidation Call Rightassets of Exchangeco among its shareholders for the purpose of winding-up its affairs) nor take any action or omit to take any action that is designed to result in the liquidation, the Retraction Call Right dissolution or the Redemption Call Right, including without limitation all such actions and all such things as are necessary winding-up of Exchangeco or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions any other distribution of the Liquidation Call Right, assets of Exchangeco among its shareholders for the Retraction Call Right or the Redemption Call Right, as the case may bepurpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Patch or its Affiliates are outstanding, Parent willPatch shall: (a) not declare or pay any dividends dividend on the Parent Common Stock Patch Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) Shares, and (xii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with the applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision;Shares: (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Patch of any dividend on Parent Common Stock Patch Shares and take all such other actions actions, including payment or transfer of monies, as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockPatch Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock Patch Shares is not less than 10 ten (10) Business Days after the declaration date of such dividend; (d) take all such actions actions, including payment or transfer of monies, and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoa Liquidation Distribution, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including including, without limitation limitation, all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to instruct the Trustee to cause the Patch Shares to be delivered Parent Common Stock directly to the holders of Exchangeable Shares by the Trustee in accordance with the provisions of Article Section 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoit, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call RightRight including, including without limitation limitation, all such actions and all such things as are necessary or desirable to enable enable, permit and permit ExchangeCo instruct Exchangeco to cause the Patch Shares to be delivered Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Section 8 of the Liquidation Call RightShare Provisions; and (f) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of Exchangeco nor take any action or omit to take any action that is designed to result in the Retraction Call Right liquidation, dissolution or the Redemption Call Right, as the case may bewinding-up of Exchangeco.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent LoJack or its Affiliates are outstanding, Parent LoJack will: (a) 2.1.1 not declare or pay any dividends dividend on the Parent LoJack Common Stock Shares unless (i) ExchangeCo LoJack Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) LoJack Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, Dividend or (iiiii) ExchangeCo LoJack Exchangeco shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) 2.1.2 advise ExchangeCo LoJack Exchangeco sufficiently in advance of the declaration by Parent LoJack of any dividend on Parent LoJack Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoLoJack Exchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent LoJack Common StockShares; (c) 2.1.3 ensure that the record date for any dividend declared on Parent LoJack Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) 2.1.4 take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoLoJack Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations and with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by LoJack or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoLoJack Exchangeco or any other distribution of the assets of LoJack Exchangeco among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoLoJack Exchangeco, as the case may be, including without limitation limitation, all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo LoJack Exchangeco to cause to be delivered Parent LoJack Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Articles 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) 2.1.5 take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoLoJack Callco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo LoJack Callco to cause to be delivered Parent LoJack Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and 2.1.6 so long as any Exchangeable Shares not owned by LoJack or its affiliates are outstanding, LoJack will not (and will ensure that LoJack Callco and its affiliates do not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of LoJack Exchangeco (or any other distribution of the assets of LoJack Exchangeco among its shareholders for the purpose of winding-up its affairs) nor take any action or omit to take any action (and will not permit LoJack Callco or any of its affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding-up of LoJack Exchangeco or any other distribution of the assets of LoJack Exchangeco among its shareholders for the purpose of winding-up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent will: (a) not declare or pay any dividends on the Parent Common Stock Shares unless (i) ExchangeCo shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent of any dividend on Parent Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockShares; (c) ensure that the record date for any dividend declared on Parent Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCo, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Newmont or its Affiliates affiliates are outstanding, Parent Newmont will: (a) not declare or pay any dividends dividend on the Parent Common Stock Newmont Shares unless (i) ExchangeCo New Exchangeco shall (wA) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ), and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo New Exchangeco shall (yA) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo New Exchangeco sufficiently in advance of the declaration by Parent Newmont of any dividend on Parent Common Stock the Newmont Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoNew Exchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockNewmont Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the Newmont Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock the Newmont Shares is not less than 10 Business Days 7 days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoNew Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Newmont or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoNew Exchangeco or any other distribution of the assets of New Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoNew Exchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo New Exchangeco to cause to be delivered Parent Common Stock Newmont Shares to the holders of Exchangeable Shares in accordance with the provisions of Article section 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco or Newmont, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco or Newmont to cause to be delivered Parent Common Stock Newmont Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of New Exchangeco or any other distribution of the assets of New Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of New Exchangeco or any other distribution of the assets of New Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not (other than Exchangeable Shares owned by Parent SMTC or its Affiliates are Affiliates) remain outstanding, Parent SMTC will: (a) not declare or pay any dividends dividend on the Parent shares of SMTC Common Stock unless (i) ExchangeCo SMTC Canada shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”) "), and (x) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo SMTC Canada shall (y) simultaneously subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo SMTC Canada sufficiently in advance of the declaration by Parent SMTC of any dividend on Parent the shares of SMTC Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoSMTC Canada, to ensure that (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent shares of SMTC Common Stock or, (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the shares of SMTC Common Stock; (c) ensure that the record date for any dividend declared on Parent the shares of SMTC Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoSMTC Canada, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Company Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by SMTC or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoSMTC Canada, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoSMTC Canada, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo SMTC Canada to cause to be delivered Parent shares of SMTC Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article Articles 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoSMTC Nova Scotia, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo SMTC Nova Scotia to cause to be delivered Parent shares of SMTC Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) if it becomes a "specified financial institution" (as such term is defined in the Income Tax Act (Canada)) or does not deal at arm's length with such a person, take all such actions and do all such things as are reasonably necessary or desirable to cause SMTC Nova Scotia to exercise the Retraction Call Right if requested to do so by a holder of Exchangeable Shares making a Retraction Request.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Coors or its Affiliates are outstanding, Parent Coors will: (a) not declare or pay any dividends dividend on the Parent Coors Class A Common Stock or Coors Class B Common Stock unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Corresponding Exchangeable Shares (an “Equivalent Dividend”) and (x) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividendsuch dividend on the Corresponding Exchangeable Shares; or, or (ii) ExchangeCo shall (y) subdivide if the Exchangeable Shares dividend is a stock dividend, in lieu of a stock dividend thereon such dividend, Exchangeco effects an economically equivalent (as provided for determined in accordance with section 2.7(d)) subdivision of the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisionoutstanding Exchangeable Shares; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Coors of any dividend on Parent Coors Class A Common Stock or Coors Class B Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Corresponding Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Coors Class A Common Stock or Coors Class B Common Stock; (c) ensure that the record date for any dividend declared on Parent Coors Class A Common Stock or Coors Class B Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations (i) as set forth in Section 3.2 of the Share Provisions and (ii) with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Coors or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Common Stock Corresponding Coors Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock Corresponding Coors Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be. (f) not (and will ensure that Callco and its Affiliates do not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Exchangeco (or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding-up its affairs) nor take any action or omit to take any action (and will not permit Callco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding-up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent D-Wave Quantum or its Affiliates affiliates are outstanding, Parent willD-Wave Quantum shall: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or make any other distribution on the Parent Common Stock unless D-Wave Quantum Shares unless: (i) ExchangeCo shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”), (B) and (x) have in the case of a cash dividend or other distribution, receive sufficient money or other assets from D-Wave Quantum (through any intermediary entities) to enable the due declaration and the due and punctual payment, in accordance with applicable law and the Exchangeable Share Provisions, of any such Equivalent Dividend, and (C) in the case of a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares, have sufficient authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the Exchangeable Share Provisions, of any such Equivalent Dividend; provided however, for the avoidance of doubt, that in no event may ExchangeCo elect to effect a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares in the form of cash or property other than stock or shares; or (ii) if the board of directors of ExchangeCo so chooses, in its sole discretion, as an alternative to taking any of the actions described in (i), ExchangeCo shall (y) subdivide adjust the Exchangeable Shares Share Exchange Ratio in accordance with the Exchangeable Share Provisions, provided however that the Exchangeable Share Exchange Ratio shall only be so adjusted to the extent that the board of directors of ExchangeCo determines in good faith and in its sole discretion that ExchangeCo would be liable for any unrecoverable tax as a result of taking any of the actions described in (i), and determines to adjust the Exchangeable Share Exchange Ratio in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisiontaking any such action; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent D-Wave Quantum of any dividend or other distribution on Parent Common Stock the D-Wave Quantum Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCo, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockD-Wave Quantum Shares; (c) ensure that the record date for any dividend or other distribution declared on Parent Common Stock the D-Wave Quantum Shares is not less than 10 Business Days after the declaration date of such dividenddividend or declaration; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCo, whether voluntary or involuntary, or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including including, without limitation limitation, all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to deliver or cause to be delivered Parent Common Stock D-Wave Quantum Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article 5Sections 27.5, 6 27.6 or 727.7, as the case may be, of the Exchangeable Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Trustee, in accordance with applicable law, to perform its obligations under the Voting and Exchange Trust Agreement, including, without limitation, all such actions and all such things as are reasonably necessary or desirable to enable and permit the Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise such number of votes in respect of a D-Wave Quantum Meeting (as such term is defined in the Voting and Exchange Trust Agreement) as is equal to the aggregate number of Exchangeable Shares outstanding at the relevant time (other than those held by D-Wave Quantum and its affiliates) multiplied by the Exchangeable Share Exchange Ratio; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit D-Wave Quantum or CallCo, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including including, without limitation limitation, all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo D-Wave Quantum or CallCo, as the case may be, to deliver or cause to be delivered Parent Common Stock D-Wave Quantum Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; (g) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit D-Wave Quantum, in accordance with applicable law, to perform its obligations in connection with a Retraction Request pursuant to Section 27.6 of the Exchangeable Share Provisions and the redemption by ExchangeCo pursuant to Section 27.7 of the Exchangeable Share Provisions, including, without limitation, all such actions and all such things as are necessary or desirable to enable and permit D-Wave Quantum to deliver or cause to be delivered D-Wave Quantum Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Sections 27.6 or 27.7 of the Exchangeable Share Provisions; and (h) not exercise its vote as a shareholder of ExchangeCo to initiate the voluntary liquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, without the prior approval of the holders of the Exchangeable Shares in accordance with the Exchangeable Share Provisions as long as any Exchangeable Shares are outstanding.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by the Parent or its Affiliates affiliates are outstanding, the Parent willshall: (a) not declare or pay any dividends dividend or make any other distribution on the Parent Common Stock unless Shares unless: (i) ExchangeCo Exchangeco shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”") and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the Exchangeable Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo if the dividend is a stock dividend or distribution of stock, in lieu of such a dividend, on the Parent Shares, Exchangeco shall (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for determined in accordance with the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”), ") and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by the Parent of any dividend or other distribution on the Parent Common Stock Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockShares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend or distribution of stock, in lieu of such a dividend, on the Parent Shares and that such Equivalent Stock Subdivision shall comply with the requirements, if any, of the stock exchange or quotation system on which the Exchangeable Shares are then listed or quoted; (c) ensure that the record date for determining shareholders entitled to receive any dividend or other distribution declared on the Parent Common Stock Shares is not less than 10 ten Business Days after the declaration date of such dividenddividend or other distribution or such shorter period as may be permitted under applicable law and, if applicable, the requirements of any stock exchange or quotation system on which the Exchangeable Shares are then listed or quoted; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Parent or Callco, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call RightRight (as defined in the Exchange Agreement), including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Parent or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent United Royale or its Affiliates affiliates are outstanding, Parent willUnited Royale shall: (a) not declare or pay any dividends dividend or make any other distribution on the Parent Common Stock United Royale Shares, unless (i) ExchangeCo Canco shall (wA) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend or other distribution (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ), and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo shall Canco shall, in the case of a dividend that is a stock dividend on the United Royale Shares (yA) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) in a corresponding, contemporaneous and economically equivalent manner to that in respect of the United Royale Shares (an “Equivalent Stock Subdivision”), and (zB) have sufficient sufficient, authorized but and unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Canco sufficiently in advance of the declaration by Parent United Royale of any dividend or other distribution on Parent Common Stock the United Royale Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoCanco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockUnited Royale Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the United Royale Shares; (c) ensure that the record date for any dividend or other distribution declared on Parent Common Stock the United Royale Shares is not less than 10 Business Days 7 days after the declaration date of such dividenddividend or other distribution; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCanco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by United Royale or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoCanco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoCanco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Canco to cause to be delivered Parent Common Stock United Royale Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Share Provisions; and, together with a cheque for any amount in respect of any outstanding Equivalent Dividend amounts, if applicable; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoUnited Royale and Callco, in accordance with applicable law, to perform its their obligations arising upon the exercise by ExchangeCo them of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right (as defined in the Share Provisions) or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo United Royale and Callco to cause to be delivered Parent Common Stock United Royale Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by New Parent or its Affiliates are outstanding, New Parent will: (a) not declare or pay any dividends dividend on the common stock of New Parent (“New Parent Common Stock Stock”) unless (i) ExchangeCo Canadian Sub shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) Canadian Sub shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw, of any Equivalent Dividend, such dividend on the Exchangeable Shares; or (ii) ExchangeCo shall (y) subdivide if the Exchangeable Shares dividend is a stock dividend, in lieu of a stock dividend thereon such dividend, Canadian Sub effects an economically equivalent (as provided for determined in accordance with Section 2.6(d)) subdivision of the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisionoutstanding Exchangeable Shares; (b) advise ExchangeCo Canadian Sub sufficiently in advance of the declaration by New Parent of any dividend on New Parent Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoCanadian Sub, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the New Parent Common Stock; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCanadian Sub, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by New Parent or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoCanadian Sub, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoCanadian Sub, as the case may be, including without limitation all such actions and all such things as are reasonably necessary or desirable to enable and permit ExchangeCo Canadian Sub to cause to be delivered shares of New Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5V, 6 VI or 7VII, as the case may be, of the Share Provisions; and; (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallRightCo, in accordance with applicable lawLaw, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are reasonably necessary or desirable to enable and permit ExchangeCo CallRightCo to cause to be delivered shares of New Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (e) not (and will ensure that CallRightCo does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Canadian Sub (or any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs) nor take any action or omit to take any action (and will not permit CallRightCo to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding-up of Canadian Sub or any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates Non-Affiliated Holders are outstanding, Parent US Gold will: (a) not declare or pay any dividends dividend on the Parent US Gold Common Stock unless unless (i) ExchangeCo shall Exchangeco shall: (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and ); and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw and the terms of the Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo shall if the dividend is a stock dividend or distribution of stock, in lieu of such a dividend, Exchangeco shall: (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for determined in accordance with the Share Provisions) (an “Equivalent Stock Subdivision”), and ; and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent US Gold of any dividend on Parent US Gold Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent US Gold Common Stock; and (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend or distribution of stock, in lieu of such a dividend, on the shares of US Gold Common Stock and that such Equivalent Stock Subdivision on the Exchangeable Shares shall comply with any requirements of the stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for determining shareholders entitled to receive any dividend declared on Parent the US Gold Common Stock is not less than 10 Business Days after the declaration date for such dividend or such shorter period as may be permitted under applicable Law and the requirements of such dividendany stock exchange on which the Exchangeable Shares are listed; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share held by Non-Affiliated Holders upon the liquidation, dissolution or winding-up of ExchangeCo, Exchangeco or any other distribution of the delivery assets of a Retraction Request by a holder Exchangeco among its shareholders for the purpose of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, winding up its affairs including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent shares of US Gold Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, 5 of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable lawLaw, to pay and otherwise perform its obligations arising with respect to the satisfaction of the Retraction Price and the Redemption Price in respect of each issued and outstanding Exchangeable Share held by Non-Affiliated Holders upon the exercise delivery of a Retraction Request by ExchangeCo a holder of the Liquidation Call Right, the Retraction Call Right any Exchangeable Shares or the Redemption Call Righta redemption of Exchangeable Share by Exchangeco, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent shares of US Gold Common Stock to the holders of Exchangeable Shares, in accordance with the provisions of Article 6 or Article 7 of the Share Provisions, as the case may be; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Callco or US Gold, in accordance with applicable Law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including all such actions and all such things as are necessary or desirable to enable and permit Callco or US Gold to cause to be delivered shares of US Gold Common Stock or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be together with a cheque in respect of any cash portion of the Liquidation Call Purchase Price, Retraction Call Purchase Price, Redemption Call Purchase Price or Change of Law Call Right, as the case may be; and (g) not (and will ensure that Callco or any of its affiliates do not) exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates Subsidiaries are outstanding, Parent willshall: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or make any other distribution on the Parent Common Stock unless Shares unless: (i) ExchangeCo the Company shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”), (B) and (x) have in the case of a cash dividend or other distribution, receive sufficient money or other assets from Parent (through any intermediary entities) to enable the due declaration and the due and punctual payment, in accordance with applicable Law and the Exchangeable Share Provisions, of any such Equivalent Dividend and (C) in the case of a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares, have sufficient authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw and the Exchangeable Share Provisions, of any such Equivalent Dividend; provided, however, for the avoidance of doubt, that in no event may the Company elect to effect a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares in the form of cash or property other than stock or shares; (ii) ExchangeCo if the board of directors of the Company so chooses, in its sole discretion, as an alternative to taking any of the actions described in Section 2.1(a)(i), the Company shall (y) subdivide adjust the Exchangeable Shares Share Exchange Ratio in accordance with the Exchangeable Share Provisions, provided, however, that the Exchangeable Share Exchange Ratio shall only be so adjusted to the extent that the Board of Directors determines in good faith and in its sole discretion that the Company would be liable for any unrecoverable tax as a result of taking any of the actions described in Section 2.1(a)(i) and determines to adjust the Exchangeable Share Exchange Ratio in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisiontaking any such action; (b) advise ExchangeCo the Company sufficiently in advance of the declaration by Parent of any dividend or other distribution on the Parent Common Stock Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCothe Company, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockShares; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Company, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCothe Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCothe Company, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Company to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article 5Part 2 Sections 1.6, 6 1.7 or 71.8, as the case may be, of the Exchangeable Share Provisions; and; (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoParent or Callco, as the case may be, in accordance with applicable lawLaw, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Parent or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Parent or Callco, in accordance with applicable Law, to perform its obligations in connection with a Retraction Request pursuant to Part 2 Section 1.7 of the Exchangeable Share Provisions and a Seventh Anniversary Redemption pursuant to Part 2 Section 1.8 of the Exchangeable Share Provisions, including without limitation all such actions and all such things as are necessary or desirable to enable and permit Parent or Callco to deliver or cause to be delivered Parent Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Part 2 Sections 1.7 and 1.8 of the Exchangeable Share Provisions; and (f) not exercise its vote as a shareholder of the Company to initiate the voluntary liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, without the prior written consent of the holders of the Exchangeable Shares as long as any Exchangeable Shares are outstanding.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent will: (a) not declare or pay any dividends dividend on the Parent Common Stock Shares unless (i) ExchangeCo Company shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”"EQUIVALENT DIVIDEND") and (xii) Company shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend; or, or (ii) ExchangeCo shall (y) subdivide if the Exchangeable Shares dividend is a stock dividend, in lieu of a stock such dividend thereon Company effects an economically equivalent (as provided for determined in accordance with section 2.7(d)) subdivision of the Share Provisions) outstanding Exchangeable Shares (an “Equivalent Stock Subdivision”"EQUIVALENT STOCK SUBDIVISION"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Company sufficiently in advance of the declaration by Parent of any dividend on Parent Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoCompany, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockShares; or, the record date and the effective date for the Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the Parent Common Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCompany, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Parent or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoCompany, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoCompany, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Company to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to perform its obligations arising upon exercise of the exercise by ExchangeCo of Parent Call Right, the Liquidation Call Right, the Retraction Call Right or and the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to deliver or cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Parent Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Company or any other distribution of assets of Company among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Company or any other distribution of the assets of Company among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Merge or its Affiliates are outstanding, Parent Merge will: (a) not declare or pay any dividends dividend on the Parent Merge Common Stock Shares unless (i) ExchangeCo Matsub shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Matsub shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo Matsub sufficiently in advance of the declaration by Parent Merge of any dividend on Parent Merge Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoMatsub, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Merge Common StockShares; (c) ensure that the record date for any dividend declared on Parent Merge Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoMatsub, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Merge or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoMatsub, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoMatsub, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Matsub to cause to be delivered Parent Merge Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoMerge Newco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Merge Newco to cause to be delivered Parent Merge Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) not (and will ensure that Merge Newco and its Affiliates do not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Matsub (or any other distribution of the assets of Matsub among its shareholders for the purpose of winding-up its affairs) nor take any action or omit to take any action (and will not permit Merge Newco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding-up of Matsub or any other distribution of the assets of Matsub among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Akerna or its Affiliates affiliates are outstanding, Parent willAkerna shall: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or make any other distribution on the Parent Common Stock unless Akerna Shares unless: (i) ExchangeCo shall Exchangeco shall: (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ); and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the Exchangeable Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo shall if the dividend or other distribution is a stock or share dividend or distribution of stock or shares, and if Exchangeco so chooses as an alternative to taking the action described in (y) subdivide the Exchangeable Shares i), in lieu of such dividend or other distribution on the Akerna Shares, Exchangeco shall: (A) effect a stock dividend thereon corresponding, contemporaneous and economically equivalent subdivision of the outstanding Exchangeable Shares (as provided for determined in accordance with the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), and ; and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Akerna of any dividend or other distribution on Parent Common Stock the Akerna Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockAkerna Shares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock or share dividend or distribution of stock or shares, in lieu of such a dividend or other distribution on the Akerna Shares and that such Equivalent Stock Subdivision shall comply with the requirements of the stock exchange on which the Exchangeable Shares are then listed; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to deliver or cause to be delivered Parent Common Stock Akerna Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the Trustee in accordance with applicable law to perform its obligations under the Voting and Exchange Trust Agreement, including, without limitation, all such actions and all such things as are reasonably necessary or desirable to enable and permit the Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise such number of votes in respect of an Akerna Meeting or an Akerna Consent (as such terms are defined in the Voting and Exchange Trust Agreement) as is equal to the aggregate number of Exchangeable Shares outstanding at the relevant time other than those held by Akerna and its affiliates; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoAkerna or Callco, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right (as defined in the Plan of Arrangement) or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Akerna or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Akerna Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquiror or its Affiliates are outstanding, Parent Acquiror will: (a) not declare or pay any dividends dividend on shares in the Parent Common Stock unless common stock, par value U.S.$0.01 per share, of Acquiror (“Acquiror Shares”) unless: (i) ExchangeCo shall shall: (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ); and (xB) ExchangeCo shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, ; or (ii) if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend ExchangeCo shall shall: (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), ; and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent Acquiror of any dividend on Parent Common Stock Acquiror Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockAcquiror Shares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquiror Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquiror or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Articles 5, 6 or 7and 7 of the Exchangeable Share Provisions, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash in respect of declared and unpaid dividends; (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo CallCo to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (e) not (and will ensure that CallCo or any of its Affiliates do not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Acquiror will not permit CallCo or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates Non-Affiliated Holders are outstanding, Parent Paid agrees that it will: (a) not declare or pay any dividends dividend or other distribution on the Parent its Paid US Common Stock unless unless (i) ExchangeCo shall Amalco shall: (wA) simultaneously declare or pay, as the case may be, an equivalent a dividend or other distribution (as provided for determined in accordance with the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares which are exchangeable for Paid US Common Stock (an “Equivalent Dividend”) and ); and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw and the terms of the Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo shall if the dividend or distribution is a dividend or distribution of securities, in lieu of such a dividend or distribution, Amalco shall: (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon which are exchangeable for Paid US Common Stock (as provided for determined in accordance with the Share Provisions) (an “Equivalent Stock Subdivision”), and ; and (zB) have sufficient authorized but unissued securities assets available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Amalco sufficiently in advance of the declaration by Parent of any dividend or distribution on Parent Paid US Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoAmalco, to ensure that that, subject to Section B3.4 of the Share Provisions: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares which are convertible into Paid US Common Stock shall be the same as the declaration date, record date and payment date for the corresponding dividend or distribution on Paid US Common Stock; and (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the dividend or distribution of securities, in lieu of such a dividend or distribution, on the Parent Paid US Common StockStock and that such Equivalent Stock Subdivision on the Exchangeable Shares which are convertible into Paid US Common Stock shall comply with any requirements of the stock exchange on which such Exchangeable Shares are listed; (c) ensure that the record date for determining security holders entitled to receive any dividend or distribution declared on Parent Paid US Common Stock is not less than 10 Business Days after the declaration date of for such dividenddividend or distribution or such shorter period as may be permitted under applicable Law; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoAmalco, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share held by Non-Affiliated Holders upon the liquidation, dissolution or winding-up of ExchangeCo, Amalco or any other distribution of the delivery assets of a Retraction Request by a holder Amalco among its shareholders for the purpose of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may bewinding up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Amalco to cause to be delivered Parent Common Stock the Exchangeable Preferred Share Consideration to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, B5 of the Share Provisions; andProvisions together with a cheque in respect of any cash portion of the Liquidation Amount; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoAmalco, in accordance with applicable lawLaw, to pay and otherwise perform its obligations arising upon with respect to the exercise by ExchangeCo satisfaction of the Liquidation Call Right, the Retraction Call Right or the Redemption Call RightPrice in respect of each issued and outstanding Exchangeable Shares held by Non-Affiliated Holders upon a redemption of Exchangeable Shares by Amalco, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Amalco to cause to be delivered Parent Common Stock the Exchangeable Preferred Share Consideration to the holders of Exchangeable Shares in accordance with the provisions of Article B7 or B8 of the Share Provisions, as the case may be together with a cheque in respect of any cash portion of the Redemption Price, as the case may be; (f) take all such actions and do all such things as are necessary or desirable to enable it, in accordance with applicable Law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including all such actions and all such things as are necessary or desirable to enable and permit it to cause to be delivered the Exchangeable Preferred Share Consideration to the holders of Exchangeable Shares in accordance with the provisions of Xxxxxxx X0, X0, X0 or B10 of the Share Provisions, as the case may bebe together with a cheque in respect of any cash portion of the Call Purchase Price; and (g) not exercise its vote as a shareholder of Amalco to initiate the voluntary liquidation, dissolution or winding up of Amalco or any other distribution of the assets of Amalco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Amalco or any other distribution of the assets of Amalco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent covenants that it will: (a) not declare or pay any dividends dividend on the Parent Common Stock unless Shares unless (i) ExchangeCo Mergeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Mergeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo Mergeco sufficiently in advance of the declaration by Parent of any dividend on Parent Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoMergeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockShares; (c) ensure that the record date for any dividend declared on Parent Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoMergeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Parent or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoMergeco, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoMergeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Mergeco to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoParent, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call RightRights, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Parent to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may beRights.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent will: (a) not declare or pay any dividends on the Parent Common Stock unless (i) ExchangeCo shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, advise Shareholders of any Equivalent DividendParent Meeting (other than meetings whose sole business is to elect directors, appoint auditors and/or adopt or (ii) ExchangeCo shall (y) subdivide the Exchangeable Shares in lieu of a amend employee stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”option plans), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance nature of the declaration by business proposed to be conducted at such Parent of any dividend on Meeting, at least 30 days prior to the record date for such Parent Common Stock Meeting and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that the respective declaration date, record date Shareholders have adequate notice and payment date for a dividend on the opportunity to exchange their Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common Stock; (c) ensure that Shares prior to the record date for any dividend declared on such Parent Common Stock is not less than 10 Business Days after the declaration date of such dividendMeeting; (db) advise Shareholders of any intention to declare a dividend on, or other distribution in respect of, the Parent Common Shares at least 30 days prior to the record date for such intended dividend and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that Shareholders have adequate notice and opportunity to exchange their Exchangeable Shares for Parent Common Shares prior to the record date for any such intended dividend on, or distribution in respect of, the Parent Common Shares; (c) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCo, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares Shareholders in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares Shareholders in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquirer or its Affiliates affiliates as defined in the ABCA ("Affiliates") are outstanding, Parent Acquirer will: (a) not declare or pay any dividends dividend on the Parent Common Stock Acquirer Shares unless (i) ExchangeCo Canco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”") and (x) Canco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the terms of the Exchangeable Share Provisions, of any such Equivalent Dividend, or, if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend (ii) ExchangeCo Canco shall (y) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Canco sufficiently in advance of the declaration by Parent Acquirer of any dividend on Parent Common Stock Acquirer Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoCanco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockAcquirer Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquirer Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for any dividend declared on Parent Common Stock Acquirer Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCanco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquirer or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoCanco or any other distribution of the assets of Canco among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoCanco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Canco to cause to be delivered Parent Common Stock Acquirer Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash and other property in respect of declared and unpaid dividends; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock Acquirer Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash and other property in respect of declared and unpaid dividends; and (f) not (and will ensure that Callco or any of its Affiliates does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Acquirer will not permit Callco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Vivendi or its Affiliates affiliates are outstanding, Parent Vivendi will: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or other distribution on the Parent Common Stock Vivendi ADSs unless (i) ExchangeCo Vivendi Universal Exchangeco shall (w) simultaneously declare or pay, as the case may be, an a dividend or other distribution economically equivalent dividend thereto (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) Vivendi Universal Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividendsuch dividend or other distribution on the Exchangeable Shares, or (ii) ExchangeCo shall (y) subdivide if the Exchangeable Shares dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend Vivendi Universal Exchangeco effects a stock dividend thereon corresponding and contemporaneous and economically equivalent (as provided for determined in accordance with section 2.7(d)) subdivision of the Share Provisions) (an “Equivalent Stock Subdivision”), outstanding Exchangeable Shares and (z) Vivendi Universal Exchangeco shall have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisionsubdivision; (b) advise ExchangeCo Vivendi Universal Exchangeco sufficiently in advance of the declaration by Parent Vivendi of any dividend or other distribution on Parent Common Stock Vivendi ADSs and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoVivendi Universal Exchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend or other distribution on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding such dividend or other distribution on the Parent Common StockVivendi ADSs, or (ii) the record date, if any, and effective date for the subdivision referred to in section 2.1(a) shall be the same as the record date and payment date for such dividend or other distribution on the Vivendi ADSs; (c) ensure that the record date for any dividend or other distribution declared on Parent Common Stock the Vivendi ADSs is not less than 10 Business Days after the declaration date of such dividenddividend or other distribution; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoVivendi Universal Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Vivendi or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoVivendi Universal Exchangeco or any other distribution of the assets of Vivendi Universal Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoVivendi Universal Exchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Vivendi Universal Exchangeco to cause to be delivered Parent Common Stock Vivendi ADSs to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; andProvisions and cash in respect of declared and unpaid dividends; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoVivendi Universal Holdings, in accordance with applicable law, pay or otherwise to perform its obligations arising upon the exercise by ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Vivendi Universal Holdings to deliver or to cause to be delivered Parent Common Stock Vivendi ADSs to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (f) not (and will ensure that Vivendi Universal Holdings or any of its affiliates does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of Vivendi Universal Exchangeco or any other distribution of the assets of Vivendi Universal Exchangeco among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Vivendi will not permit Vivendi Universal Holdings or any of its affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of Vivendi Universal Exchangeco or any other distribution of the assets of Vivendi Universal Exchangeco among its shareholders for the purpose of winding-up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquiror or its Affiliates are outstanding, Parent Acquiror will: (a) not declare or pay any dividends dividend on shares in the Parent Common Stock unless common stock, par value U.S.$0.01 per share, of Acquiror ("Acquiror Shares") unless: (i) ExchangeCo shall shall: (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”) "); and (xB) ExchangeCo shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, ; or (ii) if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend ExchangeCo shall shall: (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”"), ; and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent Acquiror of any dividend on Parent Common Stock Acquiror Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockAcquiror Shares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquiror Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquiror or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Articles 5, 6 or 7and 7 of the Exchangeable Share Provisions, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash in respect of declared and unpaid dividends; (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo CallCo to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (e) not (and will ensure that CallCo or any of its Affiliates do not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Acquiror will not permit CallCo or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Akerna or its Affiliates affiliates are outstanding, Parent willAkerna shall: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or make any other distribution on the Parent Common Stock unless Akerna Shares unless: (i) ExchangeCo shall Exchangeco shall: (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ); and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the Exchangeable Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo shall if the dividend or other distribution is a stock or share dividend or distribution of stock or shares, and if Exchangeco so chooses as an alternative to taking the action described in (y) subdivide the Exchangeable Shares i), in lieu of such dividend or other distribution on the Akerna Shares, Exchangeco shall: (A) effect a stock dividend thereon corresponding, contemporaneous and economically equivalent subdivision of the outstanding Exchangeable Shares (as provided for determined in accordance with the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), and ; and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Akerna of any dividend or other distribution on Parent Common Stock the Akerna Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockAkerna Shares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock or share dividend or distribution of stock or shares, in lieu of such a dividend or other distribution on the Akerna Shares and that such Equivalent Stock Subdivision shall comply with the requirements of the stock exchange on which the Exchangeable Shares are then listed; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to deliver or cause to be delivered Parent Common Stock Akerna Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 Sections 5,6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the Trustee in accordance with applicable law to perform its obligations under the Voting and Exchange Trust Agreement, including, without limitation, all such actions and all such things as are reasonably necessary or desirable to enable and permit the Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise such number of votes in respect of an Akerna Meeting or an Akerna Consent (as such terms are defined in the Voting and Exchange Trust Agreement) as is equal to the aggregate number of Exchangeable Shares outstanding at the relevant time other than those held by Akerna and its affiliates; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoAkerna or Callco, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right (as defined in the Plan of Arrangement) or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Akerna or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Akerna Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Rockford or its Affiliates affiliates are outstanding, Parent willRockford shall: (a) not declare or pay any dividends dividend or make any other distribution on the Parent Common Stock unless Rockford Shares unless: (i) ExchangeCo Subco shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaws and the Exchangeable Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo if the dividend is a stock dividend or distribution of stock, in lieu of such a dividend, on the Rockford Shares, Subco shall (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for determined in accordance with the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), ) and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Subco sufficiently in advance of the declaration by Parent Rockford of any dividend or other distribution on Parent Common Stock the Rockford Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoSubco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockRockford Shares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend or distribution of stock, in lieu of such a dividend, on the Rockford Shares and that such Equivalent Stock Subdivision shall comply with the requirements of any stock exchange on which the Exchangeable Shares are then listed; (c) ensure that the record date for determining shareholders entitled to receive any dividend or other distribution declared on Parent Common Stock the Rockford Shares is not less than 10 Business Days after the declaration date of such dividenddividend or other distribution or such shorter period as may be permitted under applicable law and the requirements of any stock exchange on which the Exchangeable Shares are then listed; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoSubco, in accordance with applicable lawlaws, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoSubco or any other distribution of the assets of Subco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoSubco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Subco to deliver or cause to be delivered Parent Common Stock Rockford Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoRockford or Callco, as the case may be, in accordance with applicable lawlaws, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Rockford or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Rockford Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote as a shareholder of Subco to initiate the voluntary liquidation, dissolution or winding up of Subco or any other distribution of the assets of Subco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Subco or any other distribution of the assets of Subco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Vivendi or its Affiliates affiliates are outstanding, Parent Vivendi will: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or other distribution on the Parent Common Stock Vivendi ADSs unless (i) ExchangeCo Vivendi Exchangeco shall (w) simultaneously declare or pay, as the case may be, an a dividend or other distribution equivalent dividend thereto (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) Vivendi Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividendsuch dividend or other distribution on the Exchangeable Shares, or (ii) ExchangeCo shall (y) subdivide if the Exchangeable Shares dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend Vivendi Exchangeco effects a stock dividend thereon corresponding and contemporaneous and economically equivalent (as provided for determined in accordance with section 2.7(d)) subdivision of the Share Provisions) (an “Equivalent Stock Subdivision”), outstanding Exchangeable Shares and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision;Vivendi Exchangeco (b) advise ExchangeCo Vivendi Exchangeco sufficiently in advance of the declaration by Parent Vivendi of any dividend or other distribution on Parent Common Stock Vivendi ADSs and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoVivendi Exchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend or other distribution on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding such dividend or other distribution on the Parent Common StockVivendi ADSs, or (ii) the record date, if any, and effective date for the subdivision referred to in section 2.1(a) shall be the same as the record date and payment date for such dividend or other distribution on the Vivendi ADSs; (c) ensure that the record date for any dividend or other distribution declared on Parent Common Stock the Vivendi ADSs is not less than 10 Business Days after the declaration date of such dividenddividend or other distribution; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoVivendi Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Vivendi or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoVivendi Exchangeco or any other distribution of the assets of Vivendi Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoVivendi Exchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Vivendi Exchangeco to cause to be delivered Parent Common Stock Vivendi ADSs to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoVivendi Holdings, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Vivendi Holdings to deliver or to cause to be delivered Parent Common Stock Vivendi ADSs to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be., and cash in respect of declared and unpaid dividends; and (f) not (and will ensure that Vivendi Holdings or any of its affiliates does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Vivendi Exchangeco or any other distribution of the assets of Vivendi Exchangeco among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Vivendi will not permit Vivendi Holdings or any of its affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not (other than Exchangeable Shares owned by Parent Pixelworks or its Affiliates are Affiliates) remains outstanding, Parent Pixelworks will: (a) not declare or pay any dividends dividend on the Parent shares of Pixelworks Common Stock unless (i) ExchangeCo shall the Corporation (w1) simultaneously declare declares or paypays, as the case may be, an equivalent dividend (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section section 2.7(d) hereof)) on the Exchangeable Shares (an “"Equivalent Dividend”) "), and (x2) have has sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall the Corporation (y1) subdivide simultaneously subdivides the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”"), and (z2) have has sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo the Corporation sufficiently in advance of the declaration by Parent Pixelworks of any dividend on Parent the shares of Pixelworks Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCothe Corporation, to ensure that (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall an Equivalent Dividend will be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent shares of Pixelworks Common Stock or (ii) the record date and effective date for an Equivalent Stock Subdivision will be the same as the record date and payment date for the corresponding stock dividend on the shares of Pixelworks Common Stock; (c) ensure that the record date for any dividend declared on Parent the shares of Pixelworks Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Corporation Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Pixelworks or its Affiliates) upon the liquidation, dissolution or winding-winding up of ExchangeCothe Corporation, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCothe Corporation, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Corporation to cause to be delivered Parent shares of Pixelworks Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article Articles 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoPixelworks Nova Scotia, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Pixelworks Nova Scotia to cause to be delivered Parent shares of Pixelworks Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) if it becomes a "specified financial institution" (as such term is defined in the Income Tax Act (Canada)) or does not deal at arm's length with such a person, take all such actions and do all such things as are reasonably necessary or desirable to cause Pixelworks Nova Scotia to exercise the Retraction Call Right if requested to do so by a holder of Exchangeable Shares making a Retraction Request.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Parent, its Subsidiaries or its Affiliates the Company are outstanding, Parent willshall: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or make any other distribution on the Parent Common Stock unless Shares unless: (i) ExchangeCo the Company shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”), (B) and (x) have in the case of a cash dividend or other distribution, receive sufficient money or other assets from Parent (through any intermediary entities) to enable the due declaration and the due and punctual payment, in accordance with applicable Law and the Exchangeable Share Provisions, of any such Equivalent Dividend and (C) in the case of a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares, have sufficient authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw and the Exchangeable Share Provisions, of any such Equivalent Dividend; provided, however, for the avoidance of doubt, that in no event may the Company, elect to effect a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares in the form of cash or property other than stock or shares; (ii) ExchangeCo if the board of directors of the Company so chooses, in its sole discretion, as an alternative to taking any of the actions described in (i), the Company shall (y) subdivide adjust the Exchangeable Shares Share Exchange Ratio in accordance with the Exchangeable Share Provisions, provided, however, that the Exchangeable Share Exchange Ratio shall only be so adjusted to the extent that the Board of Directors determines in good faith and in its sole discretion that the Company would be liable for any unrecoverable tax as a result of taking any of the actions described in (i) and determines to adjust the Exchangeable Share Exchange Ratio in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisiontaking any such action; (b) advise ExchangeCo the Company sufficiently in advance of the declaration by Parent of any dividend or other distribution on the Parent Common Stock Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCothe Company, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockShares; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Company, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCothe Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCothe Company, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Company to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoParent or Callco, as the case may be, in accordance with applicable lawLaw, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Parent or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Parent, in accordance with applicable Law, to perform its obligations in connection with a Retraction Request pursuant to Section 6 of the Exchangeable Share Provisions and a Seventh Anniversary Redemption pursuant to Section 7 of the Exchangeable Share Provisions, including without limitation all such actions and all such things as are necessary or desirable to enable and permit Parent to deliver or cause to be delivered Parent Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Sections 6 and 7 of the Exchangeable Share Provisions; and (f) not exercise its vote as a shareholder of the Company to initiate the voluntary liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, without the prior written consent of the holders of the Exchangeable Shares as long as any Exchangeable Shares are outstanding.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent RG or its Affiliates affiliates are outstanding, Parent willRG shall: (a) not declare or pay any dividends dividend or make any other distribution on the Parent Common Stock RG Shares unless (i) ExchangeCo Canco shall (wA) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend or other distribution (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ), and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo shall Canco shall, 95 Table of Contents in the case of a dividend that is a stock dividend on the RG Shares (yA) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) in a similar proportion to that in respect of the RG Shares (an “Equivalent Stock Subdivision”), and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Canco sufficiently in advance of the declaration by Parent RG of any dividend or other distribution on Parent Common Stock the RG Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoCanco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockRG Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the RG Shares; (c) ensure that the record date for any dividend or other distribution declared on Parent Common Stock the RG Shares is not less than 10 Business Days 7 days after the declaration date of such dividenddividend or other distribution; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCanco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by RG or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoCanco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoCanco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Canco to cause to be delivered Parent Common Stock RG Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right (as defined in the Plan of Arrangement) or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock RG Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Apta or its Affiliates are outstanding, Parent willApta shall: (a) not declare or pay any dividends dividend on the Parent Apta Common Stock Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Apta of any dividend on Parent Apta Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoExchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Apta Common StockShares; (c) ensure that the record date for any dividend declared on Parent Apta Common Stock Shares is not less than 10 ten (10) Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-winding- up of ExchangeCoExchangeco, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Apta Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Section 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoNovaScotiaco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, Right including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo NovaScotiaco to cause to be delivered Parent Apta Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call RightSection 8, as the case may be, of the Share Provisions; and (f) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of Exchangeco or NovaScotiaco nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of Exchangeco or NovaScotiaco.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent NPS or its Affiliates are outstanding, Parent NPS will: (a) not declare or pay any dividends dividend on the Parent NPS Common Stock Shares unless (i) ExchangeCo NPS - Allelix Inc. shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) NPS - Allelix Inc. shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo NPS - Allelix Inc. sufficiently in advance of the declaration by Parent NPS of any dividend on Parent NPS Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoNPS - Allelix Inc., to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent NPS Common StockShares; (c) ensure that the record date for any dividend declared on Parent NPS Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoNPS - Allelix Inc., in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by NPS or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoNPS - Allelix Inc., the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoNPS - Allelix Inc., as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo NPS - Allelix Inc. to cause to be delivered Parent NPS Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoNPS Holdings, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo NPS Holdings to cause to be delivered Parent NPS Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Shire or its Affiliates are outstanding, Parent Shire will: (a) not declare or pay any dividends on the Parent Common Stock Shire Ordinary Shares unless (i) ExchangeCo shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”"EQUIVALENT DIVIDEND") and (x) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide the Exchangeable Shares in lieu of a stock share dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”"EQUIVALENT SHARE SUBDIVISION"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Share Subdivision;. (b) advise ExchangeCo sufficiently in advance of the declaration by Parent Shire of any dividend on Parent Common Stock Shire Ordinary Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockShire Ordinary Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock Shire Ordinary Shares is not less than 10 ten Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Shire or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCo, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock Shire Ordinary Shares and/or Shire ADSs to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo CallCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo CallCo to cause to be delivered Parent Common Stock Shire Ordinary Shares and/or Shire ADSs to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right or the Redemption Shire Call Right, as the case may be; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Shire and CallCo, in accordance with applicable law, to perform their respective obligations arising upon the exercise by Shire of the Shire Call Right, including without limitation, all such actions and all such things as are necessary or desirable to enable and permit Shire and CallCo to deliver or cause to be delivered Shire Ordinary Shares and/or Shire ADSs to holders of Exchangeable Shares in accordance with the provisions of the Shire Call Right; and (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of ExchangeCo nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of ExchanceCo.

Covenants Regarding Exchangeable Shares. So long as there are outstanding any Exchangeable Shares not owned by Parent BEI or its Affiliates are outstandingAffiliates, Parent willBEI shall: (a) not declare or pay any dividends dividend on the Parent Common Stock BEI Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in Section 3 of the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent BEI of any dividend on Parent Common Stock BEI Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockBEI Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoa Liquidation Distribution, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are reasonably necessary or desirable to enable and permit ExchangeCo Exchangeco to deliver or cause to be delivered Parent Common Stock cash or BEI Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may beapplicable, of the Share Provisions; and; (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoBEI, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo BEI to cause to be delivered Parent Common Stock issue and deliver BEI Shares to the holders of Exchangeable Shares in accordance with the provisions of Section 8 of the Share Provisions, provided that in the event that BEI is unable to exercise the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, BEI shall take all such actions and do all such things as are reasonably necessary or desirable to otherwise enable and permit delivery of the case may beBEI Shares to the holders of Exchangeable Shares in accordance with the provisions of Section 8 of the Share Provisions, provided that nothing in this Agreement shall require BEI to register the BEI Shares issuable upon the exchange of Exchangeable Shares except as set forth in the Registration Rights Agreement; (e) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of Exchangeco nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of Exchangeco; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchangeco to perform its obligations, in accordance with applicable law, pursuant to the exercise of an Exchange Right by holders of Exchangeable Shares, including as contemplated in Section 6.6 of the Share Provisions; and (g) provide holders of Exchangeable Shares with the same information as is provided to holders of BEI Shares, such information to be provided at the same time and in the same manner as such information is provided to holders of BEI Shares.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Shire or its Affiliates are outstanding, Parent Shire will: (a) not declare or pay any dividends on the Parent Common Stock Shire Ordinary Shares unless (i) ExchangeCo shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d2.8(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”") and (x) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide the Exchangeable Shares in lieu of a stock share dividend thereon (as provided for in the Share Provisions) (an “"Equivalent Stock Share Subdivision”"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Share Subdivision;. (b) advise ExchangeCo sufficiently in advance of the declaration by Parent Shire of any dividend on Parent Common Stock Shire Ordinary Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockShire Ordinary Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock Shire Ordinary Shares is not less than 10 ten Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Shire or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCo, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock Shire Ordinary Shares and/or Shire ADSs to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo CallCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo CallCo to cause to be delivered Parent Common Stock Shire Ordinary Shares and/or Shire ADSs to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right or the Redemption Shire Call Right, as the case may be; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Shire and CallCo, in accordance with applicable law, to perform their respective obligations arising upon the exercise by Shire of the Shire Call Right, including without limitation, all such actions and all such things as are necessary or desirable to enable and permit Shire and CallCo to deliver or cause to be delivered Shire Ordinary Shares and/or Shire ADSs to holders of Exchangeable Shares in accordance with the provisions of the Shire Call Right; and (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of ExchangeCo nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of ExchangeCo.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquiror or its Affiliates are outstanding, Parent Acquiror will: (a) not declare or pay any dividends dividend on common shares in the Parent capital of Acquiror ("Acquiror Common Stock unless Shares") unless: (i) ExchangeCo shall shall: (wa) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”) "); and (xb) ExchangeCo shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, ; or (ii) if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend ExchangeCo shall shall: (ya) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”"), ; and (zb) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent Acquiror of any dividend on Parent Acquiror Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Acquiror Common StockShares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquiror Common Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for any dividend declared on Parent Acquiror Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquiror or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Acquiror Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Articles 5, 6 or 7and 7 of the Exchangeable Share Provisions, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash in respect of declared and unpaid dividends; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Acquiror Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (f) not (and will ensure that Callco or any of its Affiliates does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Acquiror will not permit Callco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Pure or its Affiliates affiliates are outstanding, Parent Pure will: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or other distribution on the Parent Common Stock Shares unless (i) ExchangeCo Pure Exchangeco shall (w) simultaneously declare or pay, as the case may be, an a dividend or other distribution economically equivalent dividend thereto (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) Pure Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividendsuch dividend or other distribution on the Exchangeable Shares, or (ii) ExchangeCo shall (y) subdivide if the Exchangeable Shares dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend, Pure Exchangeco effects a stock dividend thereon corresponding and contemporaneousissuance of Exchangeable Shares (as provided for determined in accordance with subsection 111(a) of the Share Provisions) (an “Equivalent Stock Subdivision”), Provisions and (z) Pure Exchangeco shall have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisionsubdivision; (b) advise ExchangeCo Pure Exchangeco sufficiently in advance of the declaration by Parent Pure of any dividend or other distribution on Parent Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoPure Exchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend or other distribution on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding such dividend or other distribution on the Parent Common StockShares, or (ii) the record date, if any, and effective date for the subdivision referred to in subsection 2.1(a) shall be the same as the record date and payment date for such dividend or other distribution on the Parent Common Shares. Notwithstanding the foregoing, if the record or payment date, as the case may be, is not a Business Day, the record or payment date, as the case may be, shall be the next Business Day; (c) ensure that the record date for any dividend or other distribution declared on the Parent Common Stock Shares is not less than 10 Business Days after the declaration date of such dividenddividend or other distribution; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoPure Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Pure or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoPure Exchangeco or any other distribution of the assets of Pure Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoPure Exchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Pure Exchangeco to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions Share Provisions and cash in respect of Article 5, 6 or 7, as the case may be, of the Share Provisions; anddeclared and unpaid dividends; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoPure, in accordance with applicable law, to pay or otherwise to perform its obligations arising upon the exercise by ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Pure to deliver or to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (f) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of Pure Exchangeco or any other distribution of the assets of Pure Exchangeco among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Pure will not permit Pure any of its affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of Pure Exchangeco or any other distribution of the assets of Pure Exchangeco among its shareholders for the purpose of winding-up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquiror or its Affiliates are outstanding, Parent Acquiror will: (a) not declare or pay any dividends dividend on shares in the Parent Common Stock unless common stock, par value U.S.$0.01 per share, of Acquiror ("Acquiror Shares") unless: (i) ExchangeCo shall Exchangeco shall: (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”) "); and (xB) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, ; or (ii) ExchangeCo shall if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend Exchangeco shall: (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”"), ; and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Acquiror of any dividend on Parent Common Stock Acquiror Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockAcquiror Shares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquiror Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquiror or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Articles 5, 6 or 7and 7 of the Exchangeable Share Provisions, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash in respect of declared and unpaid dividends; (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (e) not (and will ensure that Callco or any of its Affiliates do not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Acquiror will not permit Callco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent FCE or its Affiliates are outstanding, Parent FCE will: (a) not declare or pay any dividends dividend on the Parent FCE Common Stock unless (i) ExchangeCo shall (w) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”") and (x) ExchangeCo shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”), ") and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent FCE of any dividend on Parent FCE Common Stock and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent FCE Common Stock, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the FCE Common Stock; (c) ensure that the record date for any dividend declared on Parent FCE Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by FCE or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent FCE Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent FCE Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; (f) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of ExchangeCo nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of ExchangeCo; and (g) recognize the right of a holder of Exchangeable Shares to exercise its Exchange Put Right in the manner provided for in Article 9 of the Exchangeable Share Provisions.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Vail or its Affiliates affiliates are outstanding, Parent willVail shall: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or make any other distribution on the Parent Common Stock unless Vail Shares unless: (i) ExchangeCo Exchangeco shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ), and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the Exchangeable Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo shall if the dividend or other distribution is a stock or share dividend or distribution of stock or shares, and if Exchangeco so chooses as an alternative to taking the action described in (y) subdivide the Exchangeable Shares i), in lieu of such dividend or other distribution on the Vail Shares, Exchangeco shall: (A) effect a stock dividend thereon corresponding, contemporaneous and economically equivalent subdivision of the outstanding Exchangeable Shares (as provided for determined in accordance with the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), and and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Vail of any dividend or other distribution on Parent Common Stock the Vail Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockVail Shares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock or share dividend or distribution of stock or shares, in lieu of such a dividend or other distribution on the Vail Shares and that such Equivalent Stock Subdivision shall comply with the requirements of the stock exchange on which the Exchangeable Shares are then listed; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to deliver or cause to be delivered Parent Common Stock Vail Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the Trustee in accordance with applicable law to perform its obligations under the Voting and Exchange Trust Agreement, including, without limitation, all such actions and all such things as are reasonably necessary or desirable to enable and permit the Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise such number of votes in respect of a Vail Meeting or a Vail Consent (as such terms are defined in the Voting and Exchange Trust Agreement) as is equal to the aggregate number of Exchangeable Shares outstanding at the relevant time other than those held by Vail and its affiliates; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoVail or Callco, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right (as defined in the Plan of Arrangement) or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Vail or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Vail Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent WACI or its Affiliates are outstanding, Parent willWACI shall: (a) not declare or pay any dividends dividend on the Parent WACI Common Stock Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent WACI of any dividend on Parent WACI Common Stock Shares and take all such other actions actions, including payment or transfer of monies, as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, Support Agreement to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent WACI Common StockShares; (c) ensure that the record date for any dividend declared on Parent WACI Common Stock Shares is not less than 10 ten (10) Business Days after the declaration date of such dividend; (d) take all such actions actions, including payment or transfer of monies, and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoa Liquidation Distribution, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including including, without limitation limitation, all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to instruct the Agent to cause the WACI Common Shares to be delivered Parent Common Stock directly to the holders of Exchangeable Shares by the Agent in accordance with the provisions of Article Section 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoit, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call RightRight including, including without limitation limitation, all such actions and all such things as are necessary or desirable to enable enable, permit and permit ExchangeCo instruct the Agent to cause the WACI Common Shares to be delivered Parent Common Stock directly to the holders of Exchangeable Shares by the Agent, in accordance with the provisions of Section 8 of the Liquidation Call RightShare Provisions; and (f) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of Exchangeco nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of Exchangeco. (g) For purposes of clarity, it is expressly understood that notwithstanding anything to the contrary herein, the Retraction Call Right exercise of any and all rights of the Vendors pertaining to the delivery of WACI Common Stock in respect of the exercise of their respective exchange of Exchangeable Shares shall be executed solely by instruction of WACI to the Agent for delivery of all such WACI Common Stock to be made by the Agent out of escrow directly to the respective Vendors exercising such rights and the execution of such instruction shall not be construed as a dividend or the Redemption Call Right, as the case may be.distribution of Exchangeco assets or property. Support Agreement

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquiror or its Affiliates affiliates as defined in the CBCA ("AFFILIATES") are outstanding, Parent Acquiror will: (a) not declare or pay any dividends dividend on the Parent Common Stock Acquiror Shares unless (i) ExchangeCo Canco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”"EQUIVALENT DIVIDEND") and (x) Canco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the terms of the Exchangeable Share Provisions, of any such Equivalent Dividend, or, if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend (ii) ExchangeCo Canco shall (y) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”"EQUIVALENT STOCK SUBDIVISION"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Canco sufficiently in advance of the declaration by Parent Acquiror of any dividend on Parent Common Stock Acquiror Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoCanco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockAcquiror Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquiror Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for any dividend declared on Parent Common Stock Acquiror Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCanco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquiror or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoCanco or any other distribution of the assets of Canco among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoCanco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo E-2 Canco to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash in respect of declared and unpaid dividends; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (f) not (and will ensure that Callco or any of its Affiliates does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Acquiror will not permit Callco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Duke Energy or its Affiliates are outstanding, Parent Duke Energy will: (a) not declare or pay any dividends dividend on the Parent Duke Energy Common Stock Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”") and (x) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo Exchangeco shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Duke Energy of any dividend on Parent Duke Energy Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoExchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Duke Energy Common StockShares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Duke Energy Common Shares; (c) ensure that the record date for any dividend declared on Parent Duke Energy Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Duke Energy or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Duke Energy Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Duke Energy Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Spinco or its Affiliates subsidiaries are outstanding, Parent Spinco and in the case of clause (e), Newco and Newco Holding, will: (a) not declare or pay any dividends dividend on the Parent shares of Spinco Common Stock unless (i) ExchangeCo Newco Canada Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent a dividend (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Newco Canada Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo Newco Canada Exchangeco sufficiently in advance of the declaration by Parent Spinco of any dividend on Parent the shares of Spinco Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoNewco Canada Exchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent shares of Spinco Common Stock;; Table of Contents (c) ensure that the record date for any dividend declared on Parent the shares of Spinco Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoNewco Canada Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Spinco or its subsidiaries) upon the liquidation, dissolution or winding-up of ExchangeCoNewco Canada Exchangeco, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoNewco Canada Exchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Newco Canada Exchangeco to cause to be delivered Parent shares of Spinco Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 53.5, 6 Article 3.6, or 7, Article 3.7 as the case may be, of the Exchangeable Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoNewco Canada, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Newco Canada to cause to be delivered Parent shares of Spinco Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent SPAC or its Affiliates affiliates are outstanding, Parent willSPAC shall, whether directly or indirectly through its subsidiaries or otherwise: (a) not declare or pay any dividends dividend or make any other distribution on the Parent Common Stock SPAC Shares unless (i) ExchangeCo shall (wA) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend or other distribution (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ), and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo shall shall, in the case of a dividend that is a stock dividend on the SPAC Shares (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) in a similar proportion to that in respect of the SPAC Shares (an “Equivalent Stock Subdivision”), and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent SPAC of any dividend or other distribution on Parent Common Stock the SPAC Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCo, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockSPAC Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the SPAC Shares; (c) ensure that the record date for any dividend or other distribution declared on Parent Common Stock the SPAC Shares is not less than 10 Business Days 7 days after the declaration date of such dividenddividend or other distribution; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by SPAC or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares Beneficiary or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock SPAC Shares to the holders of Exchangeable Shares Beneficiaries in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock SPAC Shares to the holders of Exchangeable Shares Beneficiaries in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote or other right as either a shareholder or creditor to initiate the voluntary liquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action (which, for greater certainty, shall not require SPAC to advance additional funding to, or make an investment in, ExchangeCo) that is designed to result in the liquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by the Parent or its Affiliates are outstanding, the Parent will: (a) not declare or pay any dividends dividend on the Parent Common Stock Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu or Parent will have provided adequate funds to Exchangeco for the payment of a stock such dividend thereon (as provided for in on the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionExchangeable Shares; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by the Parent of any dividend on Parent Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoExchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockShares; (c) ensure that the record date for any dividend declared on Parent Common Stock Shares is not less than 10 five (5) Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price Price, or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoa Liquidation, the delivery of a Retraction Request by a holder of Exchangeable Shares Shares, or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including including, without limitation limitation, all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5sections III 2, 6 III 5 or 7III 6, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoit, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call RightRight including, including without limitation all such limitation, actions and all such things as are necessary or desirable to enable enable, permit and permit ExchangeCo instruct Exchangeco to cause the Parent Common Shares to be delivered Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of paragraphs III 2(e), III 5(c), III 5(e), III 6(e) and III 6(f) of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may beShare Provisions.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquiror or its Affiliates are outstanding, Parent Acquiror will: (a) not declare or pay any dividends dividend on common shares in the Parent capital of Acquiror (“Acquiror Common Stock unless Shares”) unless: (i) ExchangeCo shall shall: (wa) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) ); and (xb) ExchangeCo shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, ; or (ii) if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend ExchangeCo shall shall: (ya) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), ; and (zb) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo sufficiently in advance of the declaration by Parent Acquiror of any dividend on Parent Acquiror Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCo, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Acquiror Common StockShares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquiror Common Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for any dividend declared on Parent Acquiror Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquiror or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Acquiror Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Articles 5, 6 or 7and 7 of the Exchangeable Share Provisions, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash in respect of declared and unpaid dividends; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Acquiror Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (f) not (and will ensure that Callco or any of its Affiliates does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Acquiror will not permit Callco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of ExchangeCo or any other distribution of the assets of ExchangeCo among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Parent, its Subsidiaries or its Affiliates the Company are outstanding, Parent willshall: (a) not declare take any action that will result in the declaration or pay payment of any dividends dividend or make any other distribution on the Parent Common Stock Shares unless (i) ExchangeCo the Company shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”), (B) and (x) have in the case of a cash dividend or other distribution, receive sufficient money or other assets from Parent (through any intermediary entities) to enable the due declaration and the due and punctual payment, in accordance with applicable Law and the Exchangeable Share Provisions, of any such Equivalent Dividend, and (C) in the case of a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares, have sufficient authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw and the Exchangeable Share Provisions, of any such Equivalent Dividend; provided, however, for the avoidance of doubt, that (i) in no event may the Company, elect to effect a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares in the form of cash or property other than stock or shares, and (ii) ExchangeCo if the Board of Directors chooses to do so, in its sole discretion, as an alternative to taking any of the actions described in (A), (B) and (C), the Company shall (y) subdivide adjust the Exchangeable Shares Share Exchange Ratio in accordance with the Exchangeable Share Provisions, provided that any such adjustment to the Exchangeable Share Exchange Ratio shall only be made to the extent that the Board of Directors determines acting reasonably and in good faith that the Company would be liable for any unrecoverable Tax as a result of taking any of the actions described in (A), (B) and (C) and determines to adjust the Exchangeable Share Exchange Ratio in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisiontaking any such action; (b) advise ExchangeCo the Company sufficiently in advance of the declaration by Parent of any dividend or other distribution on the Parent Common Stock Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCothe Company, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockShares; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Company, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCothe Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCothe Company, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Company to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article 5Sections 26.6, 6 26.7 or 726.8, as the case may be, of the Exchangeable Share Provisions; and; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the Trustee in accordance with applicable Law to perform its obligations under the Voting and Exchange Trust Agreement, including, without limitation, all such actions and all such things as are reasonably necessary or desirable to enable and permit the Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise its rights, and perform its obligations under the Voting and Exchange Trust Agreement, including to exercise such number of votes in respect of a Parent Meeting or a Parent Consent (as such terms are defined in the Voting and Exchange Trust Agreement) as is equal to the aggregate number of Exchangeable Shares outstanding at the relevant time other than those held by Parent and its affiliates; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoParent or Callco, as the case may be, in accordance with applicable lawLaw, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Parent or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Parent, in accordance with applicable Law, to perform its obligations in connection with a Retraction Request pursuant to Section 26.7 of the Exchangeable Share Provisions and a Seventh Anniversary Redemption pursuant to Section 26.8 of the Exchangeable Share Provisions, including without limitation all such actions and all such things as are necessary or desirable to enable and permit Parent to deliver or cause to be delivered Parent Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Sections 26.7 and 26.8 of the Exchangeable Share Provisions; and (g) not exercise its vote as a shareholder of the Company to initiate the voluntary liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, without the prior approval of the holders of the Exchangeable Shares (given in accordance with Section 26.6(d) of the Exchangeable Share Provisions) as long as any Exchangeable Shares are outstanding.

Covenants Regarding Exchangeable Shares. So long as any of the Exchangeable Shares not owned by Parent or its Affiliates the Shareholder are outstanding, the Parent will: (a) not declare or pay any dividends on the Parent Common Stock unless Stock, unless: (i) the ExchangeCo shall (w) shall: A. simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of the ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) ); B. have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or or (ii) the ExchangeCo shall (y) shall: A. subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) ; and B. have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise the ExchangeCo sufficiently in advance of the declaration by the Parent of any dividend on the Parent Common Stock and take all such other actions as are reasonably necessary, in cooperation with the ExchangeCo, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common Stock; (c) ensure that the record date for any dividend declared on the Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the ExchangeCo, the delivery of a Retraction Request by a holder of the Exchangeable Shares or a redemption of the Exchangeable Shares by the ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the ExchangeCo to cause to be delivered the shares of the Parent Common Stock to the holders of the Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the ExchangeCo, in accordance with applicable law, to perform its obligations arising upon the exercise by the ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the ExchangeCo to cause to be delivered the shares of the Parent Common Stock to the holders of the Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Infospace or its Affiliates are outstanding, Parent willInfospace shall: (a) not declare or pay any dividends dividend on the Parent Infospace Common Stock Shares unless (i) ExchangeCo Infospace Canada shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Infospace Canada shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo Infospace Canada sufficiently in advance of the declaration by Parent Infospace of any dividend on Parent Infospace Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoInfospace Canada, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Infospace Common StockShares; (c) ensure that the record date for any dividend declared on Parent Infospace Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoInfospace Canada, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoInfospace Canada, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoInfospace Canada, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Infospace Canada to cause to be delivered Parent Infospace Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Section 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoInfospace Nova Scotia, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, Right including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Infospace Nova Scotia to cause to be delivered Parent Infospace Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call RightSection [8], as the case may be, of the Share Provisions; and (f) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of Infospace Canada nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of Infospace Canada.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates as defined in the Arrangement Agreement are outstanding, Parent will: (a) not declare or pay any dividends dividend on the Parent Common Stock Shares unless (i) ExchangeCo Purchaser shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) Purchaser shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the terms of the Exchangeable Share Provisions, of any such Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Purchaser sufficiently in advance of the declaration by Parent of any dividend on Parent Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoPurchaser, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockShares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Parent Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for any dividend declared on Parent Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoPurchaser, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price, the Change of Law Call Purchase Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Parent or its Affiliates) upon the liquidation, dissolution or winding-winding up of ExchangeCoPurchaser or any other distribution of the assets of Purchaser among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares Shares, an event constituting a Change of Law or a redemption of Exchangeable Shares by ExchangeCoPurchaser, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Purchaser to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 6, 7 or 710, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash and other property in respect of declared and unpaid dividends; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCanco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Canco to cause to be delivered Parent Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be, and cash and other property in respect of declared and unpaid dividends; and (f) not (and will ensure that Canco or any of its Affiliates does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of Purchaser or any other distribution of the assets of Purchaser among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Parent will not permit Canco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of Purchaser or any other distribution of the assets of Purchaser among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent AMVESCAP or its Affiliates are outstanding, Parent AMVESCAP will: (a) not declare or pay any dividends dividend on the Parent Common Stock AMVESCAP Ordinary Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”"EQUIVALENT DIVIDEND") and (xii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, Dividend or (iiiii) ExchangeCo Exchangeco shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”"EQUIVALENT STOCK SUBDIVISION"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent AMVESCAP of any dividend on Parent Common Stock AMVESCAP Ordinary Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockAMVESCAP Ordinary Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the AMVESCAP Ordinary Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock AMVESCAP Ordinary Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by AMVESCAP or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Common Stock AMVESCAP Ordinary Shares to the holders of Exchangeable Shares in accordance with the provisions of Article Section 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock AMVESCAP Ordinary Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Rational or its Affiliates are outstanding, Parent Rational will: (a) not declare or pay any dividends dividend on the Parent Rational Common Stock Shares unless (i) ExchangeCo shall Acquisition Sub will (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”) "), and (x) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall Acquisition Sub will (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “"Equivalent Stock Subdivision”"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Acquisition Sub sufficiently in advance of the declaration by Parent Rational of any dividend on Parent Rational Common Stock Shares and take all such any other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoAcquisition Sub, to ensure that (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be an Equivalent Dividend are the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Rational Common StockShares or, (ii) the record date and effective date for an Equivalent Stock Subdivision are the same as the record date and payment date for the corresponding stock dividend on the Rational Common Shares; (c) ensure that the record date for any dividend declared on Parent Rational Common Stock Shares is not less than 10 Business Days after the declaration date of such that dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoAcquisition Sub, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoAcquisition Sub, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoAcquisition Sub, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Acquisition Sub to cause to be delivered Parent Rational Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoHolding ULC, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Holding ULC to cause to be delivered Parent Rational Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) if a holder of Exchangeable Shares becomes a "specified financial institution" (as that term is defined in the Income Tax Act (Canada)) or does not deal at arm's length with Acquisition Sub or otherwise requests Holding ULC to acquire the Exchangeable Shares, take all actions and do all things as are reasonably necessary or desirable to cause Holding ULC to exercise the Retraction Call Right if requested to do so by that holder of Exchangeable Shares making a Retraction Request.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquiror or its Affiliates are outstanding, Parent Acquiror will: (a) not declare or pay any dividends dividend on the Parent Common Stock Acquiror Shares unless (i) ExchangeCo the Corporation shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) the Corporation shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the terms of the Exchangeable Share Provisions, of any such Equivalent Dividend, or, if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend (ii) ExchangeCo the Corporation shall (y) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo the Corporation sufficiently in advance of the declaration by Parent Acquiror of any dividend on Parent Common Stock Acquiror Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCothe Corporation, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockAcquiror Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquiror Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed, if any; (c) ensure that the record date for any dividend declared on Parent Common Stock Acquiror Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquiror or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCothe Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCothe Corporation, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Corporation to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; andProvisions and cash in respect of declared and unpaid dividends; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be, and cash in respect of declared and unpaid dividends; and (f) not (and will ensure that Callco or any of its Affiliates does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action (and Acquiror will not permit Callco or any of its Affiliates to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by the Parent or its Affiliates affiliates are outstanding, the Parent willshall: (a) not declare or pay any dividends dividend or make any other distribution on the Parent Common Stock unless Shares unless: (i) ExchangeCo Exchangeco shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the Exchangeable Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo if the dividend is a stock dividend or distribution of stock, in lieu of such a dividend, on the Parent Shares, Exchangeco shall (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for determined in accordance with the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), ) and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by the Parent of any dividend or other distribution on the Parent Common Stock Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockShares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend or distribution of stock, in lieu of such a dividend, on the Parent Shares and that such Equivalent Stock Subdivision shall comply with the requirements of the stock exchange on which the Exchangeable Shares are then listed; (c) ensure that the record date for determining shareholders entitled to receive any dividend or other distribution declared on the Parent Common Stock Shares is not less than 10 ten Business Days after the declaration date of such dividenddividend or other distribution or such shorter period as may be permitted under applicable law and, if applicable, the requirements of any stock exchange on which the Exchangeable Shares are then listed; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Parent or Callco, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call RightRight (as defined in the Exchange Agreement), including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Parent or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent Coeur will: (a) not declare or pay any dividends dividend on the Parent Coeur Common Stock unless Acquisitionco shall (i) ExchangeCo shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”) "EQUIVALENT DIVIDEND"), and (xii) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Acquisitionco sufficiently in advance of the declaration by Parent Coeur of any dividend on Parent the Coeur Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoAcquisitionco, to ensure that the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Coeur Common StockStock and that such dividend on the Exchangeable Shares shall comply with any requirements of the stock exchange on which the Exchangeable Shares are listed; (c) ensure that the record date for determining shareholders entitled to receive any dividend declared on Parent the Coeur Common Stock is not less than 10 Business Days after the declaration date of for such dividenddividend or such shorter period as may be permitted under applicable law; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoAcquisitionco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoAcquisitionco or any other distribution of the assets of Acquisitionco among its shareholders for the purpose of winding up its affairs including, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCowithout limitation, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Acquisitionco to cause to be delivered Parent shares of Coeur Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, 5 of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoAcquisitionco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price, including, without limitation, all such actions and all such things as are necessary or desirable to enable and permit Acquisitionco to cause to be delivered shares of Coeur Common Stock to the holders of Exchangeable Shares, upon the redemption of Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Share Provisions; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Coeur ULC or Coeur, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Coeur ULC or Coeur to cause to be delivered Parent shares of Coeur Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (g) not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Acquisitionco or any other distribution of the assets of Acquisitionco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Acquisitionco or any other distribution of the assets of Acquisitionco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as there are outstanding any Exchangeable Shares not owned by Parent Quanta, Callco or its Affiliates are outstandingother Quanta Affiliates, Parent willQuanta shall: (a) subject to applicable law, not declare or pay any dividends dividend on the Parent Common Stock Quanta Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in Section 3 of the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (xii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or (ii) ExchangeCo shall (y) subdivide such dividend on the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock SubdivisionShares; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Quanta of any dividend on Parent Common Stock Quanta Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoExchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockQuanta Shares; (c) ensure that take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after satisfaction of the declaration date Liquidation Price, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon a Liquidation Distribution, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Exchangeco, as the case may be, including all such dividendactions and all such things as are reasonably necessary or desirable to enable and permit Exchangeco to deliver or cause to be delivered Quanta Shares or cash to the holders of Exchangeable Shares in accordance with the provisions of Sections 4, 5 or 6, as applicable, of the Share Provisions; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of exercise the Liquidation AmountCall Right, the Retraction Price Call Right or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCo, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCo, as the case may beCall Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause the Quanta Shares to be delivered Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, Section 7 of the Share Provisions; and, provided that in the event that Callco is unable to exercise the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, Quanta shall take all such actions and do all such things in the place and stead of Callco as are reasonably necessary or desirable to enable and permit Quanta to issue and deliver Quanta Shares to the holders of Exchangeable Shares in accordance with the provisions of Section 7 of the Share Provisions; (e) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of Exchangeco or Callco nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of Exchangeco or Callco; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoeach of Exchangeco and Callco to perform its obligations, in accordance with applicable law, pursuant to perform its obligations arising upon the exercise of an Exchange Right by ExchangeCo holders of Exchangeable Shares, including as contemplated in Section 5.6 of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock to the Share Provisions; (g) provide holders of Exchangeable Shares in accordance with the provisions same information as is provided to holders of Quanta Shares, such information to be provided at the same time and in the same manner as such information is provided to holders of Quanta Shares, together with any other information relevant to the Special Voting Share (as defined in Section 2.12(a)); (h) ensure that Exchangeco (or any successor thereto as the issuer of the Liquidation Call RightExchangeable Shares) will continue to be a “taxable Canadian corporation” within the meaning of the Income Tax Act (Canada); and (i) not take any action relating to a plan or agreement or complete or partial liquidation, dissolution or winding-up, merger, consolidation, continuation, change of residence, amalgamation, restructuring, recapitalization or other material reorganization, in each case, of Exchangeco or its successors that results in the Retraction Call Right recognition under the Income Tax Act (Canada) (or the Redemption Call Rightprovincial equivalent) of any accrued gain on the Exchangeable Shares, recognition of which was deferred on the consummation of the transactions contemplated by the Agreement. References in this Section 2.1 to the Income Tax Act (Canada) shall be to the Income Tax Act (Canada) as of the case may bedate hereof and any modifications thereof which are consistent with the general principle thereof.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent will: (a) not declare or pay any dividends dividend on the Parent Common Stock unless (i) ExchangeCo Canadian Sub shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) Canadian Sub shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawLaw, of any Equivalent Dividend, such dividend on the Exchangeable Shares; or (ii) ExchangeCo shall (y) subdivide if the Exchangeable Shares dividend is a stock dividend, in lieu of a stock dividend thereon such dividend, Canadian Sub effects an economically equivalent (as provided for determined in accordance with Section 2.6(d)) subdivision of the Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivisionoutstanding Exchangeable Shares; (b) advise ExchangeCo Canadian Sub sufficiently in advance of the declaration by Parent of any dividend on Parent Common Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoCanadian Sub, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common Stock; (c) ensure that the record date for any dividend declared on Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCanadian Sub, in accordance with applicable lawLaw, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Parent or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoCanadian Sub, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoCanadian Sub, as the case may be, including without limitation all such actions and all such things as are reasonably necessary or desirable to enable and permit ExchangeCo Canadian Sub to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5V, 6 VI or 7VII, as the case may be, of the Share Provisions; and; (ed) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallRightCo, in accordance with applicable lawLaw, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are reasonably necessary or desirable to enable and permit ExchangeCo CallRightCo to cause to be delivered shares of Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (e) not (and will ensure that CallRightCo does not) exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Canadian Sub (or any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs) nor take any action or omit to take any action (and will not permit CallRightCo to take any action or omit to take any action) that is designed to result in the liquidation, dissolution or winding-up of Canadian Sub or any other distribution of the assets of Canadian Sub among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Newmont or its Affiliates affiliates are outstanding, Parent Newmont will: (a) not declare or pay any dividends dividend on the Parent Common Stock Newmont Shares unless (i) ExchangeCo Acquisitionco shall (wA) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) "EQUIVALENT DIVIDEND"), and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo Acquisitionco shall (yA) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”"EQUIVALENT STOCK SUBDIVISION"), and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Acquisitionco sufficiently in advance of the declaration by Parent Newmont of any dividend on Parent Common Stock the Newmont Shares and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCoAcquisitionco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockNewmont Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the Newmont Shares; (c) ensure that the record date for any dividend declared on Parent Common Stock the Newmont Shares is not less than 10 Business Days 7 days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoAcquisitionco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Newmont or its affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoAcquisitionco or any other distribution of the assets of Acquisitionco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoAcquisitionco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Acquisitionco to cause to be delivered Parent Common Stock Newmont Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5(S)5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco or Newmont, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco or Newmont to cause to be delivered Parent Common Stock Newmont Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding-up of Acquisitionco or any other distribution of the assets of Acquisitionco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of Acquisitionco or any other distribution of the assets of Acquisitionco among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Acquiror or its Affiliates are outstanding, Parent Acquiror will: (a) not declare or pay any dividends dividend on the Parent Common Stock Acquiror Shares unless (i) ExchangeCo the Corporation shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “Equivalent Dividend”) and (x) the Corporation shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the terms of the Exchangeable Share Provisions, of any such Equivalent Dividend, or, if the dividend or other distribution is a stock dividend or distribution of stock, in lieu of such dividend (ii) ExchangeCo the Corporation shall (y) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “Equivalent Stock Subdivision”), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo the Corporation sufficiently in advance of the declaration by Parent Acquiror of any dividend on Parent Common Stock Acquiror Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCothe Corporation, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common StockAcquiror Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Acquiror Shares and that such dividend on the Exchangeable Shares will correspond with any requirement of the principal stock exchange on which the Exchangeable Shares are listed, if any; (c) ensure that the record date for any dividend declared on Parent Common Stock Acquiror Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Acquiror or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCothe Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCothe Corporation, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Corporation to cause to be delivered Parent Common Stock Acquiror Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Exchangeable Share ProvisionsProvisions and cash in respect of declared and unpaid dividends; and (e) take all such actions and do all such things not exercise its vote as are reasonably necessary a shareholder to initiate the voluntary liquidation, dissolution or desirable to enable and permit ExchangeCo, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo winding-up of the Liquidation Call Right, the Retraction Call Right Corporation or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo to cause to be delivered Parent Common Stock to the holders of Exchangeable Shares in accordance with the provisions any other distribution of the Liquidation Call Rightassets of the Corporation among its shareholders for the purpose of winding up its affairs nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of the Retraction Call Right Corporation or any other distribution of the Redemption Call Right, as assets of the case may beCorporation among its shareholders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent Duke Energy or its Affiliates are outstanding, Parent Duke Energy will: (a) not declare or pay any dividends dividend on the Parent Duke Energy Common Stock Shares unless (i) ExchangeCo Exchangeco shall (w) simultaneously on the same day declare or pay, as the case may be, an equivalent dividend (as provided for in the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”") and (x) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with 126 applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo Exchangeco shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by Parent Duke Energy of any dividend on Parent Duke Energy Common Stock Shares and take all such other actions as are reasonably necessary, in cooperation with ExchangeCoExchangeco, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Duke Energy Common StockShares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the stock dividend on the Duke Energy Common Shares; (c) ensure that the record date for any dividend declared on Parent Duke Energy Common Stock Shares is not less than 10 Business Days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Duke Energy or its Affiliates) upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding-up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to cause to be delivered Parent Duke Energy Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco to cause to be delivered Parent Duke Energy Common Stock Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Parent or its Affiliates (excluding Nullified Shares) are outstanding, Parent LCE will: (a) not declare or pay any dividends dividend on the Parent Common shares of LCE Stock unless unless (i) ExchangeCo the Corporation shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereof)) on the Exchangeable Shares (an “Equivalent Dividend”) "EQUIVALENT DIVIDEND"), and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) ExchangeCo the Corporation shall (yA) simultaneously subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”"EQUIVALENT STOCK SUBDIVISION"), and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo the Corporation sufficiently in advance of the declaration by Parent LCE of any dividend on Parent Common the shares of LCE Stock and take all such other actions as are reasonably necessary, in cooperation co-operation with ExchangeCothe Corporation, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common shares of LCE Stock, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the shares of LCE Stock; (c) ensure that the record date for any dividend declared on Parent Common the shares of LCE Stock is not less than 10 Business Days business days after the declaration date of such dividend; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Nullified Shares) upon the liquidation, dissolution or winding-up of ExchangeCothe Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCothe Corporation, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Corporation to cause to be delivered Parent Common shares of LCE Stock to the holders of Exchangeable Shares in accordance with the provisions of Article Section 5, 6 or 7, as the case may be, of the Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoCallco ULC or Callco LLC, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Callco ULC or Callco LLC, as the case may be, to cause to be delivered Parent Common shares of LCE Stock to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not (and will cause Callco LLC and Callco ULC not to) take any actions or exercise its vote as a shareholder or member, as the case may be, to initiate the voluntary liquidation, dissolution or winding up of the Corporation, Callco ULC or Callco LLC or any of their successors or any other distribution of the assets of the Corporation, Callco ULC or Callco LLC among their respective shareholders or members, as the case may be, for the purpose of winding up their respective affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of the Corporation, Callco ULC or Callco LLC or any other distribution of the assets of the Corporation, Callco ULC or Callco LLC among their respective shareholders or members, as the case may be, for the purpose of winding up their respective affairs.

Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by the Parent or its Affiliates affiliates are outstanding, the Parent willshall: (a) not declare or pay any dividends dividend or make any other distribution on the Parent Common Stock unless Shares unless: (i) ExchangeCo Exchangeco shall (wA) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as provided for determined in accordance with the Exchangeable Share Provisions and as determined by the Board of Directors of ExchangeCo as contemplated by Section 2.7(d) hereofProvisions) on the Exchangeable Shares (an “"Equivalent Dividend”") and (xB) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable lawlaw and the Exchangeable Share Provisions, of any such Equivalent Dividend, or ; or (ii) ExchangeCo if the dividend is a stock dividend or distribution of stock, in lieu of such a dividend, on the Parent Shares, Exchangeco shall (yA) subdivide effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable Shares in lieu of a stock dividend thereon (as provided for determined in accordance with the Exchangeable Share Provisions) (an “"Equivalent Stock Subdivision”), ") and (zB) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise ExchangeCo Exchangeco sufficiently in advance of the declaration by the Parent of any dividend or other distribution on the Parent Common Stock Shares and take all such other actions as are reasonably necessarynecessary or desirable, in cooperation co-operation with ExchangeCoExchangeco, to ensure that that: (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Parent Common StockShares; or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend or distribution of stock, in lieu of such a dividend, on the Parent Shares WSLegal\073132\00009\12677454v12 and that such Equivalent Stock Subdivision shall comply with the requirements, if any, of the stock exchange or quotation system on which the Exchangeable Shares are then listed or quoted; (c) ensure that the record date for determining shareholders entitled to receive any dividend or other distribution declared on the Parent Common Stock Shares is not less than 10 ten Business Days after the declaration date of such dividenddividend or other distribution or such shorter period as may be permitted under applicable law and, if applicable, the requirements of any stock exchange or quotation system on which the Exchangeable Shares are then listed or quoted; (d) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCoExchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of ExchangeCoExchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangeCoExchangeco, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo Exchangeco to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Article Sections 5, 6 or 7, as the case may be, of the Exchangeable Share Provisions; and; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangeCothe Parent or Callco, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by ExchangeCo it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call RightRight (as defined in the Exchange Agreement), including without limitation all such actions and all such things as are necessary or desirable to enable and permit ExchangeCo the Parent or Callco, as the case may be, to deliver or cause to be delivered Parent Common Stock Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and (f) except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder of Exchangeco to initiate the voluntary liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Exchangeco or any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs.