Common use of Technical Committee Clause in Contracts

Technical Committee. (1) The Parties hereby establish a Technical Committee (the “Technical Committee”). While the Technical Committee shall have the responsibilities and powers set forth in Article XVI.B(4) of this Agreement, it shall not have any right to conduct or directly supervise operations. Operations are solely the responsibility of Operator. (2) The Technical Committee shall consist of a shall consist of a maximum of five (5) members (the “Members”), of which three (3) Members shall be elected by the Operator (the “Operator Members”) and two (2) Members shall be elected from Mega Partners (the “Mega Partners Members”). A quorum shall consist of at least one Operator Member and one Mega Partners Member. The senior Operator Member or his/her appointed alternate will serve as the chairman of the Technical Committee. Each Member shall serve until his or her respective successor is chosen and until his or her earlier death, or resignation. Any vacancies on the Technical Committee need not be filled. Notwithstanding the foregoing, if any vacancies are chosen to be filled, any vacancies of an Operator Member shall be filled by a representative from the Operator and any vacancies of an Mega Partners Member shall be filled by a representative from Mega Partners. (3) No Member shall be able to sell, assign, transfer or otherwise dispose of his or her seat on the Technical Committee. (4) The Technical Committee is empowered (through action initiated by any Member) to: (a) review and discuss Proposal Terms and request and receive any operational or Project information from the Operator; (b) review available commercial and emerging technologies related to the recovery and field processing of heavy oil; (c) make recommendations as to the optimum commercial technology for the Contract Area; (d) make recommendations regarding the testing of emerging technologies for the Contract Area; (e) review and make recommendations regarding the safe, operable and effective design of the equipment practices and procedures related to application of technology to the Contract Area; (f) review operating data from the Contract Area and make recommendations regarding operational changes to optimize the application of technology; and (g) report significant developments and events relative to the application of technology to the Contract Area to the Non-Operators. (5) The Members shall not be liable, responsible or accountable in damages or otherwise to the Parties to this Agreement for any acts or omission in their capacity as a Technical Committee Member that do not constitute gross negligence, willful misconduct or a breach of the express terms of this Agreement. The Parties to this Agreement shall indemnify to the maximum extent permitted under law and save harmless the Members from all liabilities for which indemnification is permitted. (6) The Technical Committee shall hold a meeting on at least a monthly basis. Such meetings may be held at such places and at such times as the Technical Committee may determine. A special meeting of the Technical Committee may be called by any Member. Any Member may participate in a monthly or special meeting in person or by telephone or similar electronic communication. (7) Operator shall regularly, but no less than quarterly, communicate all information (including the information requested pursuant to Article XVI.B(4) concerning operations, expenses, and planned operations within the Contract Area to all members of the Technical Committee. Further, Operator shall respond to any written request for information submitted to Operator by the Technical Committee within thirty (30) days of Operator’s receipt of such request. (8) Operator shall submit an annual budget for operations on the Contract Area, including the proposed Projects, to the Technical Committee for its review.

Technical Committee. (1a) The Parties Members hereby establish a Technical Committee which shall act in an advisory capacity only as requested by the Board or the President or otherwise provided in this Agreement. The Technical Committee shall have an advisory role and shall have no authority or power to determine any policies, objectives, procedures, methods and actions of the Company. The Technical Committee initially shall consist of four (4) representatives. So long as a Member maintains a Percentage Interest of at least twenty five percent (25%), each such Member shall be entitled to appoint two (2) representatives to the “Technical Committee”; provided that: (i) in the event that the Percentage Interest of a Member decreases below twenty-five percent (25%). While , such Member shall be entitled to appoint only one representative on the Technical Committee and the other Member shall be entitled to appoint three (3) representatives; and (ii) in the event that the Percentage Interest of a Member decreases below fifteen percent (15%), the one representative of such Member on the Technical Committee shall be deemed to have automatically resigned without the necessity of any action by the Company or the other Member and such Member shall no longer have the responsibilities and powers set forth in Article XVI.B(4) of this Agreement, it shall not have any right to conduct or directly supervise operations. Operations are solely the responsibility of Operator. (2) The Technical Committee shall consist of appoint a shall consist of a maximum of five (5) members (the “Members”), of which three (3) Members shall be elected by the Operator (the “Operator Members”) and two (2) Members shall be elected from Mega Partners (the “Mega Partners Members”). A quorum shall consist of at least one Operator Member and one Mega Partners Member. The senior Operator Member or his/her appointed alternate will serve as the chairman of the Technical Committee. Each Member shall serve until his or her respective successor is chosen and until his or her earlier death, or resignation. Any vacancies on representative to the Technical Committee need not be filled. Notwithstanding and the foregoing, if any vacancies are chosen to be filled, any vacancies of an Operator other Member shall be filled by a representative from entitled to appoint all the Operator and any vacancies of an Mega Partners Member shall be filled by a representative from Mega Partners. (3) No Member shall be able representatives to sell, assign, transfer or otherwise dispose of his or her seat on the Technical Committee. (4b) The Technical Committee is empowered Notwithstanding the foregoing, if at any time there are more than two (through action initiated by any Member2) toMembers then: (ai) review and discuss Proposal Terms and request and receive any operational or Project information from each such Member shall be entitled to appoint one (1) representative to the Operator;Technical Committee for each twenty percent (20%) Percentage Interest held by it; and (bii) review available commercial in the event that the Percentage Interest of a Member decreases below fifteen percent (15%), the one representative of such Member on the Technical Committee shall be deemed to have automatically resigned without the necessity of any action by the Company or the other Members and emerging technologies related such Member shall no longer have the right to appoint a representative to the recovery Technical Committee and field processing of heavy oil;the other Members shall be entitled to appoint all the representatives to the Technical Committee. (c) make recommendations as Each Member may appoint one or more alternates to act in the absence of a regular representative. Any alternate so acting shall be deemed a representative on the Technical Committee of the appointing Member. A Member may replace one or more of its representatives or alternate representatives on the Technical Committee by Notice to the optimum commercial technology for other Members. The representatives of the Contract Area;Members on the Technical Committee shall not serve as representatives of a Member on the Board. (d) make recommendations regarding The mandate of the testing Technical Committee shall be determined by Majority Approval of emerging technologies for the Contract Area;Board from time to time. (e) review and make recommendations regarding the safe, operable and effective design The Chair of the equipment practices and procedures related to application of technology to the Contract Area; (f) review operating data from the Contract Area and make recommendations regarding operational changes to optimize the application of technology; and (g) report significant developments and events relative to the application of technology to the Contract Area to the Non-Operators. (5) The Members shall not be liable, responsible or accountable in damages or otherwise to the Parties to this Agreement for any acts or omission in their capacity as a Technical Committee Member that do not constitute gross negligence, willful misconduct or shall be appointed by the Technical Committee to serve for a breach term of one Fiscal Year each time the Chair of the express terms of this AgreementBoard is appointed as provided in Section 6.1(d). The Parties to this Agreement shall indemnify to the maximum extent permitted under law and save harmless the Members from all liabilities for which indemnification is permitted. (6) The Technical Committee shall hold a meeting on at least a monthly basis. Such meetings may be held meet at such places and at such time or times as the Technical Committee may determine. A special meeting Chair of the Technical Committee may be called by any Member. Any Member may participate in a monthly or special meeting in person or by telephone or similar electronic communication. (7) Operator shall regularly, but no determine on not less than quarterly, communicate all information ten (including 10) days’ Notice to the information requested pursuant to Article XVI.B(4) concerning operations, expenses, and planned operations within the Contract Area to all members of the Technical Committee. Further, Operator Committee and in any event shall respond to any written request for information submitted to Operator by meet not less frequently than three (3) times during the Technical Committee within thirty (30) days of Operator’s receipt of such requestFiscal Year. (8) Operator shall submit an annual budget for operations on the Contract Area, including the proposed Projects, to the Technical Committee for its review.

Technical Committee. (1a) The Parties Pursuant to provisions in paragraph three, article 80, Lending Institutions Act, the Trustor-Beneficiary hereby establish sits as a Technical Committee (the “"Technical Committee”)") consisting of three full members and six alternate members, and any of the alternates may equally serve as substitute for any of the full members, pursuant to the following: 1. While The Technical Committee will meet as often as necessary and no formal meeting will be required; for this purpose a written communication shall suffice, signed by three of the members, one of which must be a full member, clearly stating the agreements and decisions made for purposes of their being deemed valid; 2. A hand-signed copy of said written communication, duly signed by the appropriate parties, shall be delivered to the Trustee, with specific instructions as may be pertinent; [logo] Banamex 3. the Trustee and those advisors deemed appropriate by the Technical Committee may attend the actual meetings of the Technical Committee, with the awareness that they will have a voice but no vote; 4. in the event of resignation, disability, removal, death or any other situation resulting in the definitive absence of any of the Technical Committee's full or alternate members, the Technical Committee itself shall designate at the appropriate time the successor or successors required for purposes of maintaining at all times a minimum of three full and six alternate members. The Chairman of the Technical Committee shall be responsible for notifying the Trustee in writing as to the name, personal information and signature samples of all its members; and 5. the position of Technical Committee member will be honorary. (b) The Technical Committee shall have the responsibilities following powers: 1. can open and powers set forth in Article XVI.B(4maintain an individualized record of (i) the Initial Contributions and other Contributions from the Trustors-Beneficiaries; and (ii) of this Agreement, it shall not have any right to conduct or directly supervise operations. Operations are solely the responsibility of Operator. (2) The Technical Committee shall consist of a shall consist of a maximum of five (5) members (the “Members”), of which three (3) Members shall be elected distributions made by the Operator (Trustee from the “Operator Members”) Trust Account and two (2) Members shall be elected from Mega Partners (the “Mega Partners Members”). A quorum shall consist of at least one Operator Member and one Mega Partners Member. The senior Operator Member or his/her appointed alternate will serve as Securities Account to the chairman of Trustors-Beneficiaries under instructions from the Technical Committee; 2. Each Member shall serve until his or her respective successor is chosen can maintain a Record of Beneficiaries and until his or her earlier deatha record of Trustors-Beneficiaries, or resignation. Any vacancies on establishing therein (i) the Technical Committee need not be filled. Notwithstanding interest of each one of the foregoingTrustors-Beneficiaries in the Trust Assets, if any vacancies are chosen including without limitation Purchase Rights; (ii) the provisions of the Trust Assets pertaining to be filledthe contributions from each of the Trustors-Beneficiaries, any vacancies of an Operator Member shall be filled made by a representative the Trustee under instructions from the Operator and any vacancies of an Mega Partners Member shall be filled by a representative from Mega Partners. (3) No Member shall be able to sell, assign, transfer or otherwise dispose of his or her seat on the Technical Committee. , either for payment of the Premium, Price for Fiscal Year or any other reason; and (4iii) The Technical Committee is empowered (through action initiated by any Member) to: (a) review and discuss Proposal Terms and request and receive any operational or Project information from the Operatornumber of CPOs acquired which, if applicable, may pertain to each of the Trustors-Beneficiaries; 3. shall formally assist the Trustee as coadjutor in preparing, updating and confirming the records and other documents referred to in paragraphs (b) review available commercial and emerging technologies related to the recovery and field processing of heavy oil; (c) make recommendations as to the optimum commercial technology for the Contract Area; ), (d) make recommendations regarding the testing of emerging technologies for the Contract Area; and (e) review and make recommendations regarding the safe, operable and effective design of the equipment practices and procedures related to application of technology to the Contract Area; (f) review operating data from the Contract Area and make recommendations regarding operational changes to optimize the application of technology; and (g) report significant developments and events relative to the application of technology to the Contract Area to the Non-Operators. (5) The Members shall not be liable, responsible or accountable in damages or otherwise to the Parties to this Agreement for any acts or omission in their capacity as a Technical Committee Member that do not constitute gross negligence, willful misconduct or a breach of the express terms Section five of this Agreement. The Parties to this Agreement shall indemnify to the maximum extent permitted under law and save harmless the Members from all liabilities for which indemnification is permitted. (6) The Technical Committee shall hold a meeting on at least a monthly basis. Such meetings may be held at such places and at such times as the Technical Committee may determine. A special meeting of the Technical Committee may be called by any Member. Any Member may participate in a monthly or special meeting in person or by telephone or similar electronic communication. (7) Operator shall regularly, but no less than quarterly, communicate all information (including the information requested pursuant to Article XVI.B(4) concerning operations, expenses, and planned operations within the Contract Area to all members of the Technical Committee. Further, Operator shall respond to any written request for information submitted to Operator by the Technical Committee within thirty (30) days of Operator’s receipt of such request. (8) Operator shall submit an annual budget for operations on the Contract Area, including the proposed Projects, to the Technical Committee for its review.Contract;

Technical Committee. (1a) The Parties Members hereby establish a Technical Committee which shall act in an advisory capacity only as requested by the Board or the General Manager or otherwise provided in this Agreement. The Technical Committee shall have no authority or power to determine any policies, objectives, procedures, methods and actions of the Company. The Technical Committee initially shall consist of four (4) representatives. So long as an Initial Member maintains a Voting Percentage Interest of fifty percent (50%), each such Initial Member shall be entitled to appoint two (2) representatives to the “Technical Committee”; provided that in the event that the Voting Percentage Interest of an Initial Member decreases below twenty five percent (25%), such Initial Member shall be entitled to appoint only one representative on the Technical Committee and the other Initial Member shall be entitled to appoint three (3) representatives. While Each Member may appoint one or more alternates to act in the absence of a regular representative. Any alternate so acting shall be deemed a representative on the Technical Committee of the appointing Member. A Member may replace one or more of its representatives or alternate representatives on the Technical Committee by Notice to the other Members. The representatives of the Members on the Technical Committee shall have not serve as representatives of a Member on the responsibilities and powers set forth in Article XVI.B(4) of this Agreement, it shall not have any right to conduct or directly supervise operations. Operations are solely the responsibility of OperatorBoard. (2b) The Technical Committee shall consist assist, as reasonably requested by the General Manager, in the preparation of a shall consist of a maximum of five (5) members (the “Members”), of which three (3) Members shall be elected by the Operator (the “Operator Members”) and two (2) Members shall be elected from Mega Partners (the “Mega Partners Members”). A quorum shall consist of at least one Operator Member and one Mega Partners Member. The senior Operator Member or his/her appointed alternate will serve as the chairman of the Technical Committee. Each Member shall serve until his or her respective successor is chosen and until his or her earlier death, or resignation. Any vacancies on the Technical Committee need not be filled. Notwithstanding the foregoing, if any vacancies are chosen to be filled, any vacancies of an Operator Member shall be filled by a representative from the Operator and any vacancies of an Mega Partners Member shall be filled by a representative from Mega PartnersFeasibility Study. (3) No Member shall be able to sell, assign, transfer or otherwise dispose of his or her seat on the Technical Committee. (4) The Technical Committee is empowered (through action initiated by any Member) to: (a) review and discuss Proposal Terms and request and receive any operational or Project information from the Operator; (b) review available commercial and emerging technologies related to the recovery and field processing of heavy oil; (c) make recommendations as to the optimum commercial technology for the Contract Area; (d) make recommendations regarding the testing of emerging technologies for the Contract Area; (e) review and make recommendations regarding the safe, operable and effective design The Chair of the equipment practices and procedures related to application of technology to the Contract Area; (f) review operating data from the Contract Area and make recommendations regarding operational changes to optimize the application of technology; and (g) report significant developments and events relative to the application of technology to the Contract Area to the Non-Operators. (5) The Members shall not be liable, responsible or accountable in damages or otherwise to the Parties to this Agreement for any acts or omission in their capacity as a Technical Committee Member that do not constitute gross negligence, willful misconduct or shall be appointed to serve for a breach term of one Calendar Year each time the Chair of the express terms Board is changed as provided in Section 7.1(b) by the Member whose representative is not the incoming Chair of this Agreementthe Board, provided, that NovaGold shall appoint the Chair of Technical Committee to serve until December 31, 2026. The Parties to this Agreement shall indemnify to the maximum extent permitted under law and save harmless the Members from all liabilities for which indemnification is permitted. (6) The Technical Committee shall hold a meeting on at least a monthly basis. Such meetings may be held meet at such places and at such time or times as the Technical Committee may determine. A special meeting Chair of the Technical Committee may be called by any Member. Any Member may participate in a monthly or special meeting in person or by telephone or similar electronic communication. (7) Operator shall regularly, but no determine on not less than quarterly, communicate all information ten (including 10) days’ Notice to the information requested pursuant to Article XVI.B(4) concerning operations, expenses, and planned operations within the Contract Area to all members of the Technical Committee. Further, Operator shall respond to any written request for information submitted to Operator by the Technical Committee within thirty (30) days of Operator’s receipt of such request. (8) Operator shall submit an annual budget for operations on the Contract Area, including the proposed Projects, to the Technical Committee for its review.

Technical Committee. (1) The Parties hereby establish Founders of the Trust create a Technical Committee (the “"Technical Committee”)") that shall be subject to the following rules: a) It will be integrated permanently by the Founders of the Trust. While Each member of the Technical Committee , shall have right to one vote per Share corresponding to the responsibilities and powers set forth in Article XVI.B(4) assets of this Agreement, it shall not have any right to conduct or directly supervise operations. Operations are solely the responsibility of Operatortrust. (2b) The Technical Committee shall consist instruct in writing to the Trustee in order to confer power of a attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders' meetings of VISA, representing the SHARES. Furthermore, the Technical Committee shall consist instruct to the Trustee in order to exercise the vote of a maximum the SHARES in such shareholders' meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders' meetings of five (5) members (VISA, or in which direction to vote the “Members”)SHARES, the responsibility of which three (3) Members representation shall be elected fall on the persons appointed by the Operator (the “Operator Members”) and two (2) Members shall be elected from Mega Partners (the “Mega Partners Members”). A quorum shall consist of at least one Operator Member and one Mega Partners Member. The senior Operator Member or his/her appointed alternate will serve as the chairman president of the Technical Committee. Each Member shall serve until his or her respective successor is chosen and until his or her earlier death, or resignation. Any vacancies on voting the SHARES in the direction that said president instructs. c) The president of the Technical Committee need not be filled. Notwithstanding the foregoing, if any vacancies are chosen to be filled, any vacancies of an Operator Member shall be filled by a representative from Mr. Eugenio Garza Laguera and in ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. Jose Antonio Fernandez Carbajal, and ▇▇ ▇b▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇rson appointed between them, the Operator and any vacancies members of an Mega Partners Member shall be filled by a representative from Mega Partners. (3) No Member shall be able to sell, assign, transfer or otherwise dispose of his or her seat on the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder of the Trust. (4) The Technical Committee is empowered (through action initiated by any Member) to: (a) review and discuss Proposal Terms and request and receive any operational or Project information from the Operator; (b) review available commercial and emerging technologies related to the recovery and field processing of heavy oil; (c) make recommendations as to the optimum commercial technology for the Contract Area; (d) make recommendations regarding the testing of emerging technologies for the Contract Area; (e) review and make recommendations regarding the safe, operable and effective design of the equipment practices and procedures related to application of technology to the Contract Area; (f) review operating data from the Contract Area and make recommendations regarding operational changes to optimize the application of technology; and (g) report significant developments and events relative to the application of technology to the Contract Area to the Non-Operators. (5) The Members shall not be liable, responsible or accountable in damages or otherwise to the Parties to this Agreement for any acts or omission in their capacity as a Technical Committee Member that do not constitute gross negligence, willful misconduct or a breach of the express terms of this Agreement. The Parties to this Agreement shall indemnify to the maximum extent permitted under law and save harmless the Members from all liabilities for which indemnification is permitted. (6) The Technical Committee shall hold a meeting on meet at least twice a monthly basisyear, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. Such The meetings may shall be held held, in any event, prior notice sent by the Trustee at such places and the president's request, secretary or at such times as least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent by the Trustee to the members of the Technical Committee, to the domiciles appointed by them. Furthermore, any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of VISA. e) The Technical Committee shall be established in the first call, with the attendance of the members of the Technical Committee that represent the majority of the SHARES and in second call with any number of SHARES that are represented. The Technical Committee's resolutions shall be valid when they are voted by the majority of the SHARES that represent the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the SHARES and that are represented by at least the SHARES of three members of the Technical Committee in the following issues that are presented for their consideration: (i) change of VISA different to the change from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of VISA or merger of VISA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities and Especial Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the "D" Shares of VISA, as a consequence of its conversion into "L" Shares of VISA in accordance with its by-laws; (vii) any operation by which VISA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may determinehave been acquired in accordance with sub-section (viii) hereafter; and (viii) the acquisition by any mean, by VISA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of VISA. A special In any meeting, in the event of a tie, the President shall have casting vote. f) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee's responsibility and a copy of such minute shall be sent to the members of the Committee. g) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding. h) The members of the Technical Committee may no be called removed of their responsibilities, which shall be honorary and as consequence will not have the right to a any compensation for their performance an in the event of absence or definitive absence, shall be replaced by any Member. Any Member may participate the person who the member in a monthly or special meeting in person or by telephone or similar electronic communication. (7) Operator shall regularly, but no less than quarterly, communicate all information (including the information requested pursuant to Article XVI.B(4) concerning operations, expenses, and planned operations within the Contract Area to all members question of the Technical Committee. Further, Operator and in the absence of such appointment, the person who will replace the member, shall respond to any written request for information submitted to Operator be appointed by the Technical Committee within thirty (30) days of Operator’s receipt of such requestCommittee. (8) Operator shall submit an annual budget for operations on the Contract Area, including the proposed Projects, to the Technical Committee for its review.

Technical Committee. (1) The Parties hereby establish Founders of the Trust create a Technical Committee (the “"Technical Committee”)") that shall be subject to the following rules: a) It will be integrated permanently by the Founders of the Trust. While Each member of the Technical Committee , shall have right to one vote per Share corresponding to the responsibilities and powers set forth in Article XVI.B(4) assets of this Agreement, it shall not have any right to conduct or directly supervise operations. Operations are solely the responsibility of Operatortrust. (2b) The Technical Committee shall consist instruct in writing to the Trustee in order to confer power of a attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders' meetings of VISA, representing the SHARES. Furthermore, the Technical Committee shall consist instruct to the Trustee in order to exercise the vote of a maximum the SHARES in such shareholders' meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders' meetings of five (5) members (VISA, or in which direction to vote the “Members”)SHARES, the responsibility of which three (3) Members representation shall be elected fall on the persons appointed by the Operator (the “Operator Members”) and two (2) Members shall be elected from Mega Partners (the “Mega Partners Members”). A quorum shall consist of at least one Operator Member and one Mega Partners Member. The senior Operator Member or his/her appointed alternate will serve as the chairman president of the Technical Committee. Each Member shall serve until his or her respective successor is chosen and until his or her earlier death, or resignation. Any vacancies on voting the SHARES in the direction that said president instructs. c) The president of the Technical Committee need not be filled. Notwithstanding the foregoing, if any vacancies are chosen to be filled, any vacancies of an Operator Member shall be filled by a representative from Mr. Eugenio Garza Laguera a▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Mr. Jose Antonio Fernandez Carbajal, and ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇he person appointed between them, the Operator and any vacancies members of an Mega Partners Member shall be filled by a representative from Mega Partners. (3) No Member shall be able to sell, assign, transfer or otherwise dispose of his or her seat on the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder of the Trust. (4) The Technical Committee is empowered (through action initiated by any Member) to: (a) review and discuss Proposal Terms and request and receive any operational or Project information from the Operator; (b) review available commercial and emerging technologies related to the recovery and field processing of heavy oil; (c) make recommendations as to the optimum commercial technology for the Contract Area; (d) make recommendations regarding the testing of emerging technologies for the Contract Area; (e) review and make recommendations regarding the safe, operable and effective design of the equipment practices and procedures related to application of technology to the Contract Area; (f) review operating data from the Contract Area and make recommendations regarding operational changes to optimize the application of technology; and (g) report significant developments and events relative to the application of technology to the Contract Area to the Non-Operators. (5) The Members shall not be liable, responsible or accountable in damages or otherwise to the Parties to this Agreement for any acts or omission in their capacity as a Technical Committee Member that do not constitute gross negligence, willful misconduct or a breach of the express terms of this Agreement. The Parties to this Agreement shall indemnify to the maximum extent permitted under law and save harmless the Members from all liabilities for which indemnification is permitted. (6) The Technical Committee shall hold a meeting on meet at least twice a monthly basisyear, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. Such The meetings may shall be held held, in any event, prior notice sent by the Trustee at such places and the president's request, secretary or at such times as least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent by the Trustee to the members of the Technical Committee, to the domiciles appointed by them. Furthermore, any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of VISA. e) The Technical Committee shall be established in the first call, with the attendance of the members of the Technical Committee that represent the majority of the SHARES and in second call with any number of SHARES that are represented. The Technical Committee's resolutions shall be valid when they are voted by the majority of the SHARES that represent the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the SHARES and that are represented by at least the SHARES of three members of the Technical Committee in the following issues that are presented for their consideration: (i) change of VISA different to the change from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of VISA or merger of VISA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities and Especial Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the "D" Shares of VISA, as a consequence of its conversion into "L" Shares of VISA in accordance with its by-laws; (vii) any operation by which VISA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may determinehave been acquired in accordance with sub-section (viii) hereafter; and (viii) the acquisition by any mean, by VISA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of VISA. A special In any meeting, in the event of a tie, the President shall have casting vote. f) Of each meeting of the Technical Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee's responsibility and a copy of such minute shall be sent to the members of the Committee. g) The decisions made by the Technical Committee shall be notified in writing to the Trustee, by the secretary of the Technical Committee, for the duly compliance of the corresponding. h) The members of the Technical Committee may no be called removed of their responsibilities, which shall be honorary and as consequence will not have the right to a any compensation for their performance an in the event of absence or definitive absence, shall be replaced by any Member. Any Member may participate the person who the member in a monthly or special meeting in person or by telephone or similar electronic communication. (7) Operator shall regularly, but no less than quarterly, communicate all information (including the information requested pursuant to Article XVI.B(4) concerning operations, expenses, and planned operations within the Contract Area to all members question of the Technical Committee. Further, Operator and in the absence of such appointment, the person who will replace the member, shall respond to any written request for information submitted to Operator be appointed by the Technical Committee within thirty (30) days of Operator’s receipt of such requestCommittee. (8) Operator shall submit an annual budget for operations on the Contract Area, including the proposed Projects, to the Technical Committee for its review.