Common use of Technical Committee Clause in Contracts

Technical Committee. (1) As of April 14, 2023, the Corporation formed a technical and sustainability committee (the “Technical Committee”) and the Investor shall have the right (but not the obligation) to appoint one member of the Technical Committee to review and recommend all material technical decisions to be made in respect of the Project, including without limitation the Study and the use of proceeds from the Subsequent Subscription in so far as they relate to funding the technical and related costs in respect of the Study. Any proposal relating to a technical program, the budget of the Technical Committee, technical data and conclusions and Technical Committee recommendations shall be presented to, and available for, the Board on a timely basis, on no less than five Business Days’ notice to accommodate Board review and approval, such approval not to be unreasonably withheld. (2) The Technical Committee shall be comprised of (a) one member appointed by the Investor (who as of the date hereof is ▇▇▇▇▇▇ ▇▇▇), (b) one member to be appointed by each other strategic investor having been granted similar rights to the Investor, and (c) such number of members that total one more than the aggregate members appointed by the Investor and other strategic investors to be appointed by the Corporation (each, a “Technical Committee Nominee”). The Technical Committee Nominees must be satisfactory to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominees (with any such determination of the Board as to the acceptability of a Technical Committee Nominee being based upon the same criteria that is applied generally to all other nominees). The Investor will cause its Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such terms of reference may be amended or otherwise modified by the mutual agreement of the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that the Investor’s Technical Committee Nominee will be acting solely as a member of the Technical Committee on behalf of the Investor, and that in no event do the Parties intend that the Investor’s Technical Committee Nominee be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person. (5) The Investor shall have the right (but not the obligation) to appoint from time to time a non-voting observer to attend all meetings of any other technical committee of the Board or formed by agreement with another party. (6) The rights set forth in this Section 2.5 shall terminate on the Expiry Date.

Technical Committee. (1a) As of April 14, 2023For so long as the Strategic Investor’s Percentage is greater than 8%, the Corporation formed Strategic Investor and the Company will maintain a technical and sustainability advisory committee (the “Technical Committee”) to coordinate exploration of the Panuco District in accordance with the Technical Committee Mandate. The Technical Committee shall be composed of three individuals, with one member being appointed by each of the Company and the Strategic Investor shall have and the right (but not the obligation) to appoint one third member being [Redacted]. Each member of the Technical Committee shall be referred to review as a “Technical Committee Member”. Each Technical Committee Member appointed by the Strategic Investor and recommend all material technical decisions the Company shall be referred to as a “Strategic Investor Technical Committee Member” and a “Company Technical Committee Member”, respectively, and the third Technical Committee Member shall be referred to as the “Mutual Technical Committee Member”. (b) The Strategic Investor may appoint or remove a Strategic Investor Technical Committee Member by written notice to the Company and the Company may appoint or remove a Company Technical Committee Member by written notice to the Strategic Investor. The Parties may appoint or remove the Mutual Technical Committee Member by mutual agreement. Each Technical Committee Member may be represented at any meeting of the Technical Committee by an alternate designated by such Technical Committee Member with reasonable prior written notice. Any alternate so acting shall be deemed to be made in respect a Technical Committee Member. The Company and the Strategic Investor shall also be entitled to designate from time to time, subject to the consent of the Projectother party, including without limitation not to be unreasonably withheld, one or more observers to attend meetings of the Study Technical Committee. If the Company and the use Strategic Investor wishes to designate any such observers it shall: (i) provide the others with reasonable prior written notice of proceeds the names and positions held by such observers in advance of any meeting to be attended by such observers, and (ii) be solely responsible for distributing to such observers any materials provided to the Technical Committee Members. (c) The role of the Technical Committee shall be advisory to the management of the Parties on matters related to exploration of the Panuco District (not including the Parties’ respective properties). The Technical Committee will have no authority to bind the Parties nor over the conduct of the operations of the Parties and will not be responsible for the decisions of management of the Parties or the board of directors of the Parties. The recommendations and advice of the Technical Committee are subject in all instances to the determinations of management of the Parties. The Technical Representatives shall not receive any compensation from the Subsequent Subscription in so far as they relate to funding Company for service on the technical and related costs in respect Technical Committee. (d) Meetings of the Study. Any proposal relating Technical Committee will be held as required to a technical program, carry out the budget responsibilities of the Technical Committee, technical data and conclusions and at least every six months, on 15 days’ notice delivered to the Technical Committee recommendations Members by the Company or the Strategic Investor, and such meetings shall be presented to, and available forheld at the offices of the Strategic Investor or at other mutually agreed places. In lieu of meetings in person, the Board on a timely basisTechnical Committee may conduct meetings by telephone or video conference or by other means of electronic communication by which all persons participating in the meeting are able to hear the entire meeting and be heard by all other persons attending the meeting, on no less than five Business Days’ notice in each case as the Technical Committee determines. Written agendas and minutes shall be prepared and retained for all meetings of the Technical Committee. Minutes shall be circulated in draft to accommodate Board all Technical Committee members for review and approval, such approval not to be unreasonably withheldcomment at least ten Business Days before finalization. (2e) At its first meeting, the Technical Committee will adopt the Technical Committee Mandate. (f) The Strategic Investor will reimburse the Technical Committee shall be comprised Members for all reasonable out-of-pocket expenses and disbursements actually and properly incurred by them in connection with the performance of (a) one member appointed by the Investor (who their duties as of the date hereof is ▇▇▇▇▇▇ ▇▇▇)Technical Committee Members, (b) one member to be appointed by provided that for all such expenses each other strategic investor having been granted similar rights Technical Committee Member will furnish to the InvestorStrategic Investor originals of all invoices, and (c) such number statements or receipts in respect of members that total one more than the aggregate members appointed by the Investor and other strategic investors to be appointed by the Corporation (each, a “Technical Committee Nominee”). The Technical Committee Nominees must be satisfactory to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of which such Technical Committee Nominees (with any such determination of Member seeks reimbursement. All expenses must be approved by the Board as Strategic Investor prior to the acceptability of their incurrence by a Technical Committee Nominee being based upon the same criteria that is applied generally to all other nominees). The Investor will cause its Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PolicyMember. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such terms of reference may be amended or otherwise modified by the mutual agreement of the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that the Investor’s Technical Committee Nominee will be acting solely as a member of the Technical Committee on behalf of the Investor, and that in no event do the Parties intend that the Investor’s Technical Committee Nominee be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person. (5) The Investor shall have the right (but not the obligation) to appoint from time to time a non-voting observer to attend all meetings of any other technical committee of the Board or formed by agreement with another party. (6) The rights set forth in this Section 2.5 shall terminate on the Expiry Date.

Technical Committee. (1a) As of April 14, 2023For so long as the Strategic Investor's Percentage is greater than 8%, the Corporation formed Strategic Investor and the Company will maintain a technical and sustainability advisory committee (the “"Technical Committee”) and the Investor shall have the right (but not the obligation") to appoint one member coordinate exploration of the Panuco District in accordance with the Technical Committee to review and recommend all material technical decisions to be made in respect of the Project, including without limitation the Study and the use of proceeds from the Subsequent Subscription in so far as they relate to funding the technical and related costs in respect of the StudyMandate. Any proposal relating to a technical program, the budget of the Technical Committee, technical data and conclusions and Technical Committee recommendations shall be presented to, and available for, the Board on a timely basis, on no less than five Business Days’ notice to accommodate Board review and approval, such approval not to be unreasonably withheld. (2) The Technical Committee shall be comprised composed of (a) three individuals, with one member appointed by the Investor (who as of the date hereof is ▇▇▇▇▇▇ ▇▇▇), (b) one member to be being appointed by each other strategic investor having been granted similar rights to the Investor, and (c) such number of members that total one more than the aggregate members appointed by the Investor and other strategic investors to be appointed by the Corporation (each, a “Technical Committee Nominee”). The Technical Committee Nominees must be satisfactory to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominees (with any such determination of the Board as to Company and the acceptability of a Technical Committee Nominee being based upon the same criteria that is applied generally to all other nominees). The Investor will cause its Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Strategic Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the third member being D▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such terms of reference may be amended or otherwise modified by the mutual agreement of the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that the Investor’s Technical Committee Nominee will be acting solely as a . Each member of the Technical Committee on behalf shall be referred to as a "Technical Committee Member". Each Technical Committee Member appointed by the Strategic Investor and the Company shall be referred to as a "Strategic Investor Technical Committee Member" and a "Company Technical Committee Member", respectively, and the third Technical Committee Member shall be referred to as the "Mutual Technical Committee Member". (b) The Strategic Investor may appoint or remove a Strategic Investor Technical Committee Member by written notice to the Company and the Company may appoint or remove a Company Technical Committee Member by written notice to the Strategic Investor. The Parties may appoint or remove the Mutual Technical Committee Member by mutual agreement. Each Technical Committee Member may be represented at any meeting of the Technical Committee by an alternate designated by such Technical Committee Member with reasonable prior written notice. Any alternate so acting shall be deemed to be a Technical Committee Member. The Company and the Strategic Investor shall also be entitled to designate from time to time, subject to the consent of the other party, not to be unreasonably withheld, one or more observers to attend meetings of the Technical Committee. If the Company and the Strategic Investor wishes to designate any such observers it shall: (i) provide the others with reasonable prior written notice of the names and positions held by such observers in advance of any meeting to be attended by such observers, and (ii) be solely responsible for distributing to such observers any materials provided to the Technical Committee Members. (c) The role of the Technical Committee shall be advisory to the management of the Parties on matters related to exploration of the Panuco District (not including the Parties' respective properties). The Technical Committee will have no authority to bind the Parties nor over the conduct of the operations of the Parties and will not be responsible for the decisions of management of the Parties or the board of directors of the Parties. The recommendations and advice of the Technical Committee are subject in all instances to the determinations of management of the Parties. The Technical Representatives shall not receive any compensation from the Company for service on the Technical Committee. (d) Meetings of the Technical Committee will be held as required to carry out the responsibilities of the Technical Committee, and at least every six months, on 15 days' notice delivered to the Technical Committee Members by the Company or the Strategic Investor, and that such meetings shall be held at the offices of the Strategic Investor or at other mutually agreed places. In lieu of meetings in no event do person, the Parties intend that the Investor’s Technical Committee Nominee may conduct meetings by telephone or video conference or by other means of electronic communication by which all persons participating in the meeting are able to hear the entire meeting and be responsible heard by all other persons attending the meeting, in each case as a fiduciary the Technical Committee determines. Written agendas and minutes shall be prepared and retained for all meetings of the Technical Committee. Minutes shall be circulated in draft to the Corporation, its management, shareholders or creditors or any other personall Technical Committee members for review and comment at least ten Business Days before finalization. (5e) The Investor shall have At its first meeting, the right (but not Technical Committee will adopt the obligation) to appoint from time to time a non-voting observer to attend all meetings of any other technical committee of the Board or formed by agreement with another partyTechnical Committee Mandate. (6f) The rights set forth Strategic Investor will reimburse the Technical Committee Members for all reasonable out-of-pocket expenses and disbursements actually and properly incurred by them in this Section 2.5 shall terminate on connection with the Expiry Dateperformance of their duties as Technical Committee Members, provided that for all such expenses each Technical Committee Member will furnish to the Strategic Investor originals of all invoices, statements or receipts in respect of which such Technical Committee Member seeks reimbursement. All expenses must be approved by the Strategic Investor prior to their incurrence by a Technical Committee Member.

Technical Committee. (1a) As The Board shall establish a Technical Committee which shall constitute the mechanism for the Wholesale Water Customers to exchange informally information and views with the Army concerning operation of April 14the Washington Aqueduct, 2023long-range and strategic planning, and relevant Federal and State legislation and rulemaking concerning the Corporation formed a technical and sustainability committee (Washington Aqueduct. Each Board Member shall designate one or more persons to serve on the “Technical Committee”, who may be the Board Member and/or individuals from the Board Member’s staff. The Technical Committee shall attempt to reach consensus with the Army on matters which the Army submits to the Board pursuant to Article IV of this Agreement. (b) and the Investor The position of Technical Committee Chairperson shall have the right (but not the obligation) to appoint one be held by a member of the Technical Committee to review for a one year term. The position shall be held by a Board Member representing a different Wholesale Water Customer each year and recommend all material technical decisions to be made shall rotate in respect of the Project, including without limitation following order: the Study and the use of proceeds from the Subsequent Subscription in so far as they relate to funding the technical and related costs in respect of the Study. Any proposal relating to a technical programFairfax County Water Authority, the budget District of Columbia Water and Sewer Authority, and Arlington County. (1) The Technical Committee shall meet at least quarterly. The Technical Committee Chairperson shall call a special meeting at the written request of another Technical Committee member or whenever the Technical CommitteeCommittee Chairperson considers necessary, technical data and conclusions and provided that the Chairperson shall confer with the other Technical Committee recommendations shall be presented tomembers before setting a date and time for a special meeting and shall, to the maximum extent practicable, not schedule a special meeting at a date and available for, the Board on time when a timely basis, on no less than five Business Days’ notice to accommodate Board review and approval, such approval Technical Committee member is not to be unreasonably withheldavailable. (2) The Technical Committee shall be comprised Chairperson shall, to the maximum extent practicable, provide each Technical Committee member and the Army with written notice of (a) a meeting not less than ten calendar days before the meeting date, together with a proposed agenda. At least two Technical Committee members representing different Wholesale Water Customers and one member appointed by the Investor (who as or more of the date hereof is ▇▇▇▇▇▇ ▇▇▇)members of the Washington Aqueduct staff referenced in Article III, (b) one member to be appointed by each other strategic investor having been granted similar rights to the Investor, and (c) such number section 2 of members that total one more than the aggregate members appointed by the Investor and other strategic investors to be appointed by the Corporation (each, a “Technical Committee Nominee”). The Technical Committee Nominees this MOU must be satisfactory in attendance in order for a meeting to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominees (with any such determination of the Board as to the acceptability of a Technical Committee Nominee being based upon the same criteria that is applied generally to all other nominees). The Investor will cause its Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policytake place. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such terms of reference may be amended or otherwise modified by the mutual agreement of the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that the Investor’s Technical Committee Nominee will be acting solely as a member of the Technical Committee on behalf of the Investor, and that in no event do the Parties intend that the Investor’s Technical Committee Nominee be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person. (5) The Investor shall not have the right (but not independent authority to require the obligation) Army to appoint take, or refrain from time to time a non-voting observer to attend all meetings of taking, any other technical committee of the Board or formed by agreement with another partyaction. (6) The rights set forth in this Section 2.5 shall terminate on the Expiry Date.

Technical Committee. (1a) As of April 14, 2023, the Corporation formed The Parties shall form a technical and sustainability committee Technical Committee (the “Technical Committee”) composed of their duly appointed representatives to supervise and control Operations in the Investor Mutual Interest Lands. (b) As soon as possible after the Effective Date, each Party shall have notify the right (but not the obligation) to appoint one member other Party in writing of the names and email addresses of its two (2) primary representatives. The representatives of a Party (each a “Technical Committee Representative”) shall be deemed to review have full power and recommend authority to represent and bind such Party with respect to all material technical decisions to be made in respect of matters within the Project, including without limitation the Study and the use of proceeds from the Subsequent Subscription in so far as they relate to funding the technical and related costs in respect of the Study. Any proposal relating to a technical program, the budget power of the Technical Committee, technical data and conclusions and all acts done by such Technical Committee recommendations Representative in such capacity shall be presented to, and available for, deemed to be the Board on acts of the Party appointing such representative. An alternate Technical Committee Representative shall have full power to act for a timely basis, on no less than five Business Days’ Party in the absence of the primary Technical Committee Representatives. A Party may change any of its Technical Committee Representatives from time to time by written notice to accommodate Board review the other Party. Epsilon shall be permitted to appoint a technical advisor who will provide input and approval, such approval not oversight to be unreasonably withheldHWN’s operational and land teams and may attend all Technical Committee and other meetings between the Parties. (2c) The Technical Committee shall be comprised of (a) one member appointed by the Investor (who as of the date hereof is ▇▇▇▇▇▇ ▇▇▇)meet quarterly to review and discuss Operational technical plans, (b) one member to be appointed by each other strategic investor having been granted similar rights to the Investorstrategies, and (c) such number of members that total one more than the aggregate members appointed by the Investor and other strategic investors to be appointed by the Corporation (eachdecisions, a “Technical Committee Nominee”). The Technical Committee Nominees must be satisfactory to the Boardincluding drilling, acting reasonablycompletion, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominees (with any such determination of the Board as to the acceptability of a Technical Committee Nominee being based upon the same criteria that is applied generally to all other nominees). The Investor will cause its Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policyproduction strategies. (3d) The Technical Committee At least ten (10) days’ notice of each meeting shall follow the terms of reference attached as Schedule “A” be given to this Agreementeach Party, as such terms of reference may be amended or otherwise modified by the mutual agreement unless all of the Corporation and Parties agree in writing or by vote at a meeting, to waive or shorten such notice period. Notice of any meeting shall be accompanied by an agenda together with reasonable details of the Investor from time to timematters on the agenda. (4e) The Corporation hereby acknowledges that the Investor’s Technical Committee Nominee Epsilon will be acting solely as a member of consulted on major Operational decisions and will have fifteen (15) days) from the Technical Committee on behalf of the Investordate it receives notice to provide input to HWN, and that in no event do the Parties intend that the Investor’s Technical Committee Nominee be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other personwhich HWN will reasonably consider. (5f) The Investor Parties shall have the right (but not the obligation) to appoint from time to time a noncollaborate on technical decisions and day-voting observer to attend all meetings of any other to-day operational decisions through integrated technical committee of the Board or formed by agreement with another partyteams. (6) The rights set forth in this Section 2.5 shall terminate on the Expiry Date.

Technical Committee. (1a) As Organization and Function of April 14Technical Committee. In order to facilitate coordination and communication among the Members and the Operating Member in respect of the progress and execution of Programs and Budgets, 2023to allow both Members to bring their (and their Affiliates’) expertise in technical operating capability, exploration, sustainability and external relations to Nevada JV and to provide guidance to the Board, the Corporation formed a technical and sustainability Members shall form an advisory committee (the “Technical Committee”) ). The Technical Committee shall be composed of six individuals, three appointed by each Member. Each member shall be referred to as a “Technical Representative”. The Technical Representatives appointed by Barrick Member shall be referred to as the “Barrick Technical Representatives” and the Investor Technical Representatives appointed by Newmont Member shall have be referred to as the right (but not “Newmont Technical Representatives”. Barrick Member may appoint or remove a Barrick Technical Representative by written notice to the obligation) Newmont Technical Representatives and Newmont Member may appoint or remove a Newmont Technical Representative by written notice to appoint one member the Barrick Technical Representatives. Each of the Technical Committee to review and recommend all material technical decisions Representatives may be represented by an alternate designated by such Technical Representative at any meeting of the Technical Committee. Any alternate so acting shall be deemed to be made in respect of the Projecta Technical Representative. Each Member shall also be entitled to designate from time to time, including without limitation the Study and the use of proceeds from the Subsequent Subscription in so far as they relate one or more observers to funding the technical and related costs in respect of the Study. Any proposal relating to a technical program, the budget attend meetings of the Technical Committee, technical data provided that the number of observers designated by a Member to attend any meeting shall not exceed three without the prior approval of the other Member, which the other Member shall not unreasonably withhold. A Member that wishes to designate any such observers shall (i) provide Nevada JV and conclusions the other Member with reasonable prior written notice of the names and Technical Committee recommendations shall positions held by such observers in advance of any meeting to be presented toattended by such observers, and available for, (ii) be solely responsible for distributing to such observers any materials provided to such Member’s Technical Representatives. The role of the Board on a timely basis, on no less than five Business Days’ notice to accommodate Board review and approval, such approval not to be unreasonably withheld. (2) The Technical Committee shall be comprised of (a) one member appointed by the Investor (who as of the date hereof is ▇▇▇▇▇▇ ▇▇▇), (b) one member to be appointed by each other strategic investor having been granted similar rights advisory to the InvestorBoard on all matters related to Operations, including technical and (c) such number of members that total one more than the aggregate members appointed by the Investor and other strategic investors to be appointed by the Corporation (each, a “Technical Committee Nominee”)financial matters. The Technical Committee Nominees must will have no authority over the conduct of Operations, which shall be satisfactory to governed by this Agreement and the Board, acting reasonably, applicable Program and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominees (with any such determination of the Board as to the acceptability of a Technical Committee Nominee being based upon the same criteria that is applied generally to all other nominees)Budget. The Investor will cause its Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form recommendations and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such terms of reference may be amended or otherwise modified by the mutual agreement of the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that the Investor’s Technical Committee Nominee will be acting solely as a member advice of the Technical Committee on behalf are subject in all instances to the determinations of the InvestorBoard, the provisions of this Agreement and that in no event do the Parties intend that provisions of a Program and Budget Approved by the Investor’s Board. The Technical Committee Nominee be responsible as a fiduciary to the Corporation, Representatives shall not receive any compensation from Nevada JV or its management, shareholders or creditors or any other person. (5) The Investor shall have the right (but not the obligation) to appoint from time to time a non-voting observer to attend all meetings of any other technical committee of the Board or formed by agreement with another party. (6) The rights set forth in this Section 2.5 shall terminate subsidiaries for service on the Expiry DateTechnical Committee.

Technical Committee. (1a) As of April 14In order to facilitate communication between the Corporation and the Investor with respect to exploitation, 2023technical, operating, exploration, sustainability and external relations matters, the Corporation formed shall form a technical and sustainability Board committee (the “Technical Committee”) on or before March 14, 2025. The mandate of the Technical Committee shall be substantially in the form attached as Schedule “A”hereto. (b) Subject to Section 2.4(b), the Board shall have the right, in its sole discretion, to (i) determine the number of members and composition of the Technical Committee (which shall be no less than three (3) members), and (ii) grant observation rights to individuals to attend and participate in meetings of the Technical Committee; provided that subject to this Section 5.1, the Investor shall have the right (but not the obligation) be entitled to appoint one member to the Technical Committee until such time as the delivery of first concentrate from the Corporation’s Nussir project occurs. Each member of the Technical Committee shall be referred to review as a “ Technical Representative”. The Technical Representatives appointed by the Corporation shall be referred to as the “Corporation Technical Representatives” and recommend all material technical decisions the Technical Representative appointed by the Investor (if any) shall be referred to as the “Investor Technical Representative”. (c) In lieu of appointing an Investor Technical Representative, subject to this Section 5.1, the Investor may at its option, designate from time to time, one observer to attend meetings of the Technical Committee. If the Investor wishes to invite an observer in addition to the Investor Technical Representative, it shall provide the Corporation with reasonable prior written notice of the name and position held by such observer in advance of any meeting to be made in respect attended by such observer. Attendance on behalf of the ProjectInvestor by any additional observer(s) will be subject to approval by the Corporation, including without limitation the Study and the use of proceeds from the Subsequent Subscription in so far as they relate such approval not to funding the technical and related costs in respect of the Studyunreasonably withheld, conditioned or delayed. Any proposal relating to a technical programFor greater certainty, the budget Corporation may invite additional observers to attend meetings of the Technical Committee, technical data and conclusions and without the prior approval of the Investor, provided that if such observer is not a Corporation employee, the Corporation shall provide written notice thereof to the Investor. Each observer on the Technical Committee recommendations shall be presented to, and available for, referred to as an “Observer”. An Observer invited by the Board on a timely basis, on no less than five Business Days’ Investor shall be referred to as the “Investor Observer”. An Observer invited by the Corporation shall be referred to as the “Corporation Observer”. (d) The Investor may appoint or remove an Investor Technical Representative by providing written notice to accommodate Board review the Corporation. The Corporation may appoint or remove, in its sole discretion and approvalwithout notice to the Investor, a Corporation Technical Representative, unless such replacement Corporation Technical Representative is not an employee of the Corporation, in which case the Corporation shall provide written notice to the Investor. Subject to the written consent of the Corporation, such approval consent not to be unreasonably withheld, conditioned or delayed, an Investor Technical Representative may be represented at any meeting of the Technical Committee by an alternate designated by the Investor Technical Representative; provided that the Investor Technical Representative shall provide the Corporation with reasonable prior written notice of the name and position held by such alternate technical representative in advance of any meeting to be attended by such alternate. The Corporation may appoint an alternate Corporation Technical Representative in its sole discretion and without notice to the Investor. Any alternate so acting shall be deemed to be a Technical Representative. (2e) The Technical Committee shall meet at least once every quarter (or more frequently upon the reasonable request of the Investor, the Investor Technical Representative or the Investor Observer) to receive an update on the Corporation’s properties and to discuss the Corporation’s operations, plans, budgets and objectives, including those related to geological, environmental, community engagement, infrastructure, mining, processing and refining matters, to the extent applicable. Written notice of such meetings shall be comprised of provided by the Corporation to the Technical Representatives and to the Observer(s), if applicable. The Technical Committee shall provide the Investor with written reports regarding the Corporation’s properties on a quarterly basis. (af) one member appointed The parties acknowledge and agree that the Confidentiality Agreement shall apply, mutatis mutandis, with respect to the subject matter hereof (except as expressly modified herein). For clarity, any Confidential Information (as such term is defined in the Confidentiality Agreement) received by the Investor (who Technical Representative or Investor Observer in his or her capacity as a member or observer of the date hereof is ▇▇▇▇▇▇ ▇▇▇), (b) one member to Technical Committee may be appointed by each other strategic investor having been granted similar rights provided to the Investor, its affiliates and any of their respective directors, officers, employees, Consultants (cas defined in the Confidentiality Agreement), agents or representatives that have an obligation of confidentiality to the Investor or its affiliates in respect of such information (each an “Investor Representative”). Each Investor Representative shall, and the Investor shall cause each Investor Representative, for a period of two (2) years from the date the Confidential Information is disclosed to the Investor Representative or, if earlier, until such number Confidential Information no longer constitutes Confidential Information (except Confidential Information containing personally identifiable information will remain as such indefinitely), to: (i) retain such Confidential Information in confidence; (ii) not release or disclose such Confidential Information in any manner to any other person without the Corporation’s prior written consent, other than to an Investor Representative that: A. has a need to know such information; and B. is informed of members the confidential nature thereof; and (iii) use the Confidential Information only in connection with: A. the rights of the Investor under this Agreement or to enforce such rights; or B. for the purposes of the Technical Committee, and not for any other purpose; provided that total one more than the aggregate members appointed foregoing restrictions shall not apply to the extent such Confidential Information was (i) known by the Investor and other strategic investors to be appointed without restriction before receipt of the Confidential Information, (ii) publicly available through no fault of the Investor, (iii) rightfully received by the Corporation Investor from a third party without a duty of confidentiality or (each, a “Technical Committee Nominee”)iv) independently developed by the Investor. The Investor shall be responsible for any disclosure or use of any Confidential Information by an Investor Representative in contravention of this Agreement and the Corporation will not be required to first assert a claim against any such Investor Representative as a condition of seeking or obtaining a remedy against the Investor. Prior to receiving any Confidential Information, each Investor Technical Committee Nominees must be Representative and each Investor Observer that is not a director, officer or employee of the Investor and each other Investor Representative or Investor Observer that is not otherwise subject to confidentiality obligations to the Investor that are no less stringent than those set forth in the Confidentiality Agreement, shall first enter into a confidentiality agreement with the Corporation on terms and conditions substantially similar to those set out in the Confidentiality Agreement and satisfactory to the BoardCorporation. For greater certainty, acting reasonablyif the Confidentiality Agreement expires, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominees (with any such determination of the Board as to the acceptability of a Technical Committee Nominee being based upon the same criteria that is applied generally to all other nominees). The Investor will cause its Technical Committee Nominee agrees to enter into a confidentiality agreement with the Corporation on terms and conditions substantially similar to those set out in form the Confidentiality Agreement for so long as the Investor is entitled to appoint a Technical Representative. (g) Any confidential or proprietary information of the Investor disclosed by the Investor, its affiliates or any of their respective directors, officers, employees, Consultants, agents or representatives as part of the Technical Committee meetings, discussions, or analyses, shall be considered “Investor Confidential Information”. The Corporation and substance reasonably its affiliates, each Corporation Technical Representative, each Corporation Observer, and any of their respective, directors, officers, employees, Consultants, agents or representatives that receives any Investor Confidential Information (a “Corporation Recipient”) shall, and the Corporation shall cause each Corporation Recipient, for a period of two (2) years from the date the Investor Confidential Information is disclosed to the Corporate Recipient or, if earlier, until such Confidential Information no longer constitutes Investor Confidential Information (except Investor Confidential Information containing personally identifiable information will remain as such indefinitely), to: (i) retain any Investor Confidential Information in confidence; (ii) not release or disclose Investor Confidential Information in any manner to any other person without the Investor’s prior written consent, other than to a Corporation Recipient who: A. has a need to know such information; and B. is informed of the confidential nature thereof; and (iii) use the Investor Confidential Information only in connection with: A. the rights of the Corporation under this Agreement or to enforce such rights; or B. for the purposes of the Technical Committee, and not for any other purpose. provided that the foregoing restrictions shall not apply to the extent such Confidential Information was (i) known by the Corporation without restriction before receipt of the Confidential Information, (ii) publicly available through no fault of the Corporation, (iii) rightfully received by the Corporation from a third party without a duty of confidentiality or (iv) independently developed by the Corporation. The Corporation shall be responsible for any disclosure or use of any Investor Confidential Information by a Corporation Recipient in contravention of this Agreement and the Investor will not be required to first assert a claim against any such Corporation Recipient as a condition of seeking or obtaining a remedy against the Corporation. Prior to receiving any Investor Confidential Information, each Corporation Technical Representative and Corporation Observer that is not a director, officer or employee of the Corporation and each other Corporation Technical Representative and Corporation Observer that is not otherwise subject to confidentiality obligations to the Corporation that are no less stringent than those set forth in the Confidentiality Agreement, shall first enter into a confidentiality agreement with the Investor on terms and conditions substantially similar to those set out in this Section 5.1(g) and satisfactory to the Investor. For greater certainty, if the Confidentiality Agreement expires, the Corporation agrees to enter into a confidentiality agreement with the Investor on terms and conditions substantially similar to those set out in the Corporation, each acting reasonably, and Confidentiality Agreement for so long as the Investor is entitled to agree to be bound by the Corporation’s policies, including without limitation the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policyappoint a Technical Representative. (3h) The Technical Committee shall follow not have authority to control the terms of reference attached as Schedule “A” to this Agreement, as such terms of reference may be amended or otherwise modified by the mutual agreement management of the Corporation and or any of its affiliates, or be responsible for the Investor from time to time. (4) decisions of management or the Board or any of its affiliates. The Corporation hereby acknowledges that the Investor’s Technical Committee Nominee will be acting solely advisory only, with no authority to bind the Corporation, or any of its affiliates, or direct the business and affairs of the Corporation, or any of its affiliates, except as a member provided in the mandate of the Technical Committee on behalf as approved by the Board. The recommendations and advice of the Investor, and that in no event do the Parties intend that the Investor’s Technical Committee Nominee be responsible as a fiduciary are subject in all instances to the Corporationdeterminations of management and the Board. The Technical Representatives shall not receive any compensation for service on the Technical Committee, its management, shareholders or creditors or any other personexcept for reimbursement of reasonable and documented expenses incurred for attending meetings. (5i) The Investor shall have the right (but not the obligation) to appoint from time to time a non-voting observer to attend all meetings of any other technical committee of the Board Technical Committee may establish such procedures and policies as it considers necessary or formed by agreement with another partyadvisable. (6) The rights set forth in this Section 2.5 shall terminate on the Expiry Date.