Common use of Covenants of Shareholder Clause in Contracts

Covenants of Shareholder. 1.1 In connection with the determination from the TSX that, in satisfaction of the requirements of section 611 of the TSX Company Manual, the Liberty Shareholder Approval may be obtained by an action by written consent, the Shareholder hereby agrees that, concurrent with the signing hereof, it shall deliver a written consent to Liberty and the Company in the form of Schedule “A” hereto. 1.2 The Shareholder hereby agrees that it shall not, directly or indirectly, except in accordance with the terms of this Agreement, as contemplated by the Arrangement Agreement or with the prior written consent of each of Liberty and the Company (not to be unreasonably withheld): (a) option, sell, assign, dispose of, pledge, encumber, grant a security interest in or otherwise convey any Subject Shares or any right or interest therein, or agree to do any of the foregoing; (b) exercise any securityholder rights or remedies available at common law or pursuant to applicable Law, or take any other action of any kind, in each case which would reasonably be regarded as likely to delay or interfere with the completion of, the Proposed Transaction; (c) do indirectly, including through any of its wholly-owned Subsidiaries, anything which would not be permitted to be done directly pursuant to the foregoing provisions of this Section 1.2; or (d) take any action to encourage or assist any other Person to do any of the prohibited acts referred to in the foregoing provisions of this Section 1.2. 1.3 Notwithstanding the foregoing, Section 1.2 shall not apply to: (a) any transfer or other disposition of any or all of the Subject Shares by the Shareholder to any of its affiliates or to any investment fund or other entity controlled or managed by ▇▇▇▇▇▇▇ Investment Management L.P., provided that prior to or upon such transfer, any such transferee shall have agreed in writing to be bound by this Agreement in the same manner as the Shareholder; (b) any transfer or other disposition of any of the Subject Shares by the Shareholder to a shareholder of Triple Flag Co-Invest Luxembourg Investment Company s.à ▇.▇. (“Co-Invest Luxco”) pursuant to the terms of the put/call rights granted in the shareholders agreement of Co-Invest Luxco; or (c) any loan by the Shareholder as part of customary securities lending arrangements so long as the Shareholder is entitled to vote any such loaned Subject Shares at any meeting of the holders of Liberty Shares held from the date of this Agreement until the termination of this Agreement (including by recalling such loaned Subject Shares prior to the record date of such meeting as necessary following which record date the Shareholder may again loan any or all of the Shareholder’s Subject Shares as part of customary securities lending arrangements). Liberty and the Company agree to provide the Shareholder with at least ten (10) calendar days’ advance notice of the record date for any meeting of the holders of Liberty Shares held from the date of this Agreement until the termination of this Agreement and shall notify the Shareholder upon each commencement of an “intermediary search request” in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, and any updates thereto. 1.4 In accordance with section 4.2(b) of the Investor Rights Agreement, the Shareholder hereby waives its Pre-Emptive Right, together with any applicable rights of notice, in respect of the issuance of Liberty Shares or Convertible Securities to Company securityholders in connection with the Proposed Transaction. 1.5 The Shareholder covenants to co-operate with Liberty and the Company in making all requisite regulatory filings in connection with the Proposed Transaction. 1.6 The Shareholder shall at all times cause any wholly-owned Subsidiaries through which it beneficially owns or exercises control or direction over, directly or indirectly, Subject Shares to act in accordance with the terms of this Agreement, to the extent applicable thereto.

Covenants of Shareholder. 1.1 In connection with (a) The Shareholder agrees that he/she shall cause the determination from Covered Shares to be present at the TSX thatJCB Meeting and at such meeting shall vote, or cause to be voted, the Covered Shares in satisfaction favor of the requirements of section 611 of the TSX Company Manual, the Liberty Shareholder Approval may be obtained by an action by written consent, the Shareholder hereby agrees that, concurrent with the signing hereof, it shall deliver a written consent to Liberty Merger Agreement and the Company transactions contemplated thereby, until this Agreement terminates as provided in Section 2(e), unless Parent is in material default with respect to a material covenant, representation, warranty or agreement made by it in the form of Schedule “A” heretoMerger Agreement. 1.2 (b) The Shareholder hereby agrees that it until the termination of this Agreement as provided in Section 2(e), he/she shall not, directly or indirectly, except in accordance with the terms of this Agreement, as contemplated by the Arrangement Agreement or with without the prior written consent of each of Liberty and Parent, directly or indirectly tender or permit the Company (not to be unreasonably withheld): (a) optiontender into any tender or exchange offer, or sell, assigntransfer, dispose of, pledge, encumberhypothecate, grant a security interest in or otherwise convey any Subject Shares dispose of or any right or interest therein, or agree to do encumber any of the foregoing; (b) exercise Covered Shares, or any securityholder rights options or remedies available at common law or warrants to acquire JCB Common Stock issued and outstanding pursuant to applicable Lawemployee or director stock plans of JCB or otherwise, provided that this restriction shall not apply to shares that are hypothecated or take any other action as to which a security interest already has been granted as of the date hereof. Notwithstanding the foregoing, in the case of any kindtransfer by operation of law subsequent to the date hereof, in each case which would reasonably this Agreement shall be regarded as likely binding upon and inure to delay or interfere with the completion of, the Proposed Transaction;transferee. (c) do indirectlyThe Shareholder agrees that he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including through but not limited to any holder of its wholly-owned SubsidiariesJCB Common Stock, anything which would not be permitted to be done directly pursuant or any officer, employee or director of JCB to, solicit from any third party any inquiries or proposals relating to the foregoing provisions disposition of this JCB’s business or assets or the business or assets of JCB, or the acquisition of JCB voting securities, or the merger of JCB with any person other than Parent, or except as provided in Section 1.2; or6.06 of the Merger Agreement: (i) provide any such person with information or assistance or negotiate or (ii) conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal. (d) take The Shareholder agrees that he/she shall not, without the prior written consent of Parent, sell, or offer to sell, or otherwise directly or indirectly sell, transfer or dispose of any action Covered Shares except for valid estate planning purposes with prior notice given to encourage or assist any other Person Parent. (e) This Agreement shall terminate upon the earlier to do occur of: (i) the termination of the Merger Agreement by any of the prohibited acts referred to in the foregoing provisions of this Section 1.2. 1.3 Notwithstanding the foregoing, Section 1.2 shall not apply to: (a) any transfer or other disposition of any or all of the Subject Shares by the Shareholder to any of its affiliates or to any investment fund or other entity controlled or managed by ▇▇▇▇▇▇▇ Investment Management L.P.parties thereto, provided that prior to or upon such transfer, any such transferee shall have agreed termination is not in writing to be bound by this Agreement in the same manner as the Shareholder; (b) any transfer or other disposition violation of any provision of the Subject Shares by Merger Agreement; or (ii) subject to Section 4(d), the Shareholder to a shareholder of Triple Flag Co-Invest Luxembourg Investment Company s.à ▇.▇. (“Co-Invest Luxco”) pursuant to the terms Effective Time of the put/call rights granted in the shareholders agreement of Co-Invest Luxco; or (c) any loan by the Shareholder as part of customary securities lending arrangements so long as the Shareholder is entitled to vote any such loaned Subject Shares at any meeting of the holders of Liberty Shares held from the date of this Agreement until the termination of this Agreement (including by recalling such loaned Subject Shares prior to the record date of such meeting as necessary following which record date the Shareholder may again loan any or all of the Shareholder’s Subject Shares as part of customary securities lending arrangements). Liberty and the Company agree to provide the Shareholder with at least ten (10) calendar days’ advance notice of the record date for any meeting of the holders of Liberty Shares held from the date of this Agreement until the termination of this Agreement and shall notify the Shareholder upon each commencement of an “intermediary search request” in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, and any updates theretoMerger. 1.4 In accordance with section 4.2(b) of the Investor Rights Agreement, the Shareholder hereby waives its Pre-Emptive Right, together with any applicable rights of notice, in respect of the issuance of Liberty Shares or Convertible Securities to Company securityholders in connection with the Proposed Transaction. 1.5 The Shareholder covenants to co-operate with Liberty and the Company in making all requisite regulatory filings in connection with the Proposed Transaction. 1.6 The Shareholder shall at all times cause any wholly-owned Subsidiaries through which it beneficially owns or exercises control or direction over, directly or indirectly, Subject Shares to act in accordance with the terms of this Agreement, to the extent applicable thereto.