Geovic Mining Corp. Sample Contracts

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 12th, 2014 • Geovic Mining Corp. • Metal mining • Delaware

This Note Purchase Agreement (this “Agreement”) is made and entered into as of May , 2014 (the “Effective Date”), by and between Geovic Mining Corp., a Delaware corporation (the “Company”), and , a (“Purchaser”). The Company and Purchaser sometimes are referred to herein collectively as the “Parties,” and each individually as a “Party.”

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2010 • Geovic Mining Corp. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and ALAN W. PERYAM (“Executive”) is effective on 01 October 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

GEOVIC MINING CORP. — and — PACIFIC CORPORATE TRUST COMPANY WARRANT INDENTURE Providing for the Issue of up to 10,800,000 Share Purchase Warrants March 1, 2007
Geovic Mining Corp. • May 14th, 2007 • British Columbia

GEOVIC MINING CORP., a corporation existing under the laws of Delaware and having an office at 743 Horizon Court, Suite 300A, Grand Junction, Colorado 81506, USA (hereinafter called the “Company”)

INVESTOR RELATIONS AGREEMENT
Investor Relations Agreement • March 16th, 2009 • Geovic Mining Corp. • Metal mining • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained and the payment of $10.00 from each party to the other, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

MINING CONVENTION Between THE REPUBLIC OF CAMEROON And GEOVIC CAMEROON, S.A.
Geovic Mining Corp. • May 14th, 2007

The Government of the Republic of Cameroon, hereinafter referred to as the State, represented by the Minister in charge of mines and geology,

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2010 • Geovic Mining Corp. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and SHELIA SHORT (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

Contract
Geovic Mining Corp. • July 16th, 2012 • Metal mining
EXTENDED EMPLOYMENT AGREEMENT
Extended Employment Agreement • May 14th, 2007 • Geovic Mining Corp. • Colorado

This AGREEMENT (“Agreement”) between GEOVIC, LTD. (“Geovic” or “Company”) and JOHN E. SHERBORNE JR (“Executive”) initially became effective on March 14, 2002, but is revised and extended through December 31, 2007. The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

SEVERANCE AGREEMENT
Severance Agreement • March 29th, 2011 • Geovic Mining Corp. • Metal mining • Colorado

This SEVERANCE AGREEMENT (“Agreement”) between GEOVIC MINING CORP. and GEOVIC LTD. (hereafter together “Company”) and DAVID C. BELING (“Executive”) is executed on this 10th day of December 2010. The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

TABOR CENTER I BUILDING DENVER, COLORADO OFFICE LEASE AGREEMENT BETWEEN CCP/MS SSIII Denver Tabor Center I Property Owner LLC, a Delaware limited liability company ("LANDLORD") AND Geovic Mining Corp., a Delaware corporation ("TENANT")
Office Lease Agreement • October 8th, 2008 • Geovic Mining Corp. • Metal mining

Re: Commencement Letter with respect to that certain Lease dated as of _______________, 2008, by and between CCP/MS SSIII Denver Tabor Center I Property Owner LLC, a Delaware limited liability company, as Landlord, and Geovic Mining Corp., a Delaware corporation, as Tenant, for 4,542 rentable square feet on the 9th floor of the Building located at 1200 17th Street, Denver, Colorado 80202, commonly known as the Tabor Center I.

SERVICE AGREEMENT BETWEEN GEOVIC, LTD. AND MINERAL SERVICES, LLC. EFFECTIVE JUNE 6, 2004
Service Agreement • May 14th, 2007 • Geovic Mining Corp. • Colorado

This Agreement is entered into this 6th day of June, 2004, between Geovic Ltd. (hereinafter referred to as “Geovic”; and, Mineral Services, LLC., with its address at 142 Stratford Avenue, Garden City, NY 11530 (hereinafter referred to as “MS”).

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • May 14th, 2007 • Geovic Mining Corp. • Colorado

This Exclusive Option Agreement (“Agreement”), effective as of April 24, 2006 (the “Effective Date”), between Geovic Ltd. (“Geovic”), a Wyoming corporation having its principal place of business at 743 Horizon Court, Suite 300A, Grand Junction, Colorado 81506.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2010 • Geovic Mining Corp. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and DIANE HARTNETT (“Executive”) is effective on June 22, 2009 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 30th, 2010 • Geovic Mining Corp. • Metal mining • Arizona

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and BARBARA A. FILAS (“Executive”) is effective on 16 February, 2009 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • August 6th, 2010 • Geovic Mining Corp. • Metal mining • Colorado

This Agreement, dated the 27th day of April, 2010, between Hazen Research, Inc., a Colorado Corporation, 4601 Indiana Street, Golden, Colorado 80403, hereinafter called “Hazen”, and Geovic Cameroon, PLC, BP 11555 Yaoundé, Cameroon, hereinafter called “Client”,

AGREEMENT FOR THE PROVISION OF PROFESSIONAL SERVICES Between GEOVIC CAMEROON P.L.C. and LYCOPODIUM MINERALS PTY LTD CONTRACT NO.
Agreement • March 30th, 2010 • Geovic Mining Corp. • Metal mining

LYCOPODIUM MINERALS PTY LTD (ABN 34 055 880 209) a company having its office at Level 5, 1 Adeiaide Terrace, East Perth, Western Australia, 6004 ('the Engineer');

CONTRACT FOR PROFESSIONAL AND TECHNICAL SERVICES BETWEEN GEOVIC CAMEROON PLC AND GEOVIC, LTD.
Contract for Professional and Technical Services • March 29th, 2011 • Geovic Mining Corp. • Metal mining

This Contract for Professional and Technical Services, and amendments thereto, together with the Schedules hereto (the “Services Contract”) is made effective as of January 1, 2011 (the “Effective Date”), by and between Geovic Cameroon PLC, a company under Cameroonian Law, (hereinafter referred to as “Geovic Cameroon”) having a head office located at Bastos – Yaoundé, P.O. Box 11555, Cameroon; and Geovic Ltd., a body incorporated under the laws of the Cayman Islands which holds a 60 percent equity ownership of Geovic Cameroon and which is a wholly-owned operating subsidiary of Geovic Mining Corporation, (hereinafter together referred to as “Geovic”) having a head office located at 1200 Seventeenth Street, Suite 980, Denver, Colorado, 80202, USA (each a “Party” and collectively, the “Parties”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 29th, 2011 • Geovic Mining Corp. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and Timothy D. Arnold (“Executive”) is effective on 01 February, 2011 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

SHAREHOLDERS AGREEMENT BETWEEN GEOVIC LIMITED And WILLIAM A. BUCKOVIC And SOCIETE NATIONALE D’INVESTISSEMENT DU CAMEROUN (ON BEHALF OF ITSELF AS A SHAREHOLDER AND AS REPRESENTATIVE OF THE OTHER CAMEROONIAN SHAREHOLDINGS) RELATING TO GEOVIC CAMEROON PLC
Shareholders Agreement • May 14th, 2007 • Geovic Mining Corp.

This Shareholders Agreement (“Agreement”) is made this ninth day of April of the year, 2007 between GEOVIC LIMITED, a body corporate under the laws of the Cayman Islands and a wholly-owned operating subsidiary of Geovic Mining Corporation, a company incorporated in Delaware whose shares are publicly traded on the Toronto Venture Exchange, both of which having a head office at 743 Horizon Court, Suite 300A, Grand Junction, Colorado 81506 (hereinafter referred to as “Geovic”), WILLIAM A. BUCKOVIC, an individual of United States citizenry and having an address at 2153 Castlewood Court, Grand Junction, Colorado 81503 (hereinafter referred to as “W. Buckovic”, and SOCIETE NATIONALE D’INVESTISSEMENT DU CAMEROUN, the Cameroon National Investment Company, and having an address at Place du 20 Mai, P.O Box 423 Yaoundé Cameroon, (hereinafter referred to as “SNI”), on behalf of itself as a shareholder and as the representative of the shareholdings of ANICET GUESSOU, an individual of Cameroon citiz

CONTRACT FOR PROFESSIONAL AND TECHNICAL SERVICES BETWEEN GEOVIC CAMEROON PLC AND GEOVIC, LTD.
Contract for Professional and Technical Services • March 16th, 2009 • Geovic Mining Corp. • Metal mining

THIS CONTRACT for Professional and Technical Services, and amendments thereto, together with the Schedules hereto (“Services Contract”) is made effective as of January 1st, 2008 (the “Effective Date”), by and between Geovic Cameroon PLC, a company under Cameroonian Law, (hereinafter referred to as “GeoCam”) having a head office located at Bastos – Yaoundé, P.O. Box 11555, Cameroon, and Geovic, Ltd., a body incorporated under the laws of the Cayman Islands and a wholly-owned operating subsidiary of Geovic Mining Corporation, (hereinafter referred to as “Geovic”) having a head office located at 743 Horizon Court, Suite 300A, Grand Junction, Colorado, 81506, USA (each a “Party” and collectively, the “Parties”).

Contract
Geovic Mining Corp. • July 16th, 2012 • Metal mining
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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 29th, 2008 • Geovic Mining Corp. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and GARY R. MORRIS (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). This Agreement replaces and otherwise supersedes the existing Executive Employment Agreement currently in effect. The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

Amendment No. 2 INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 6th, 2010 • Geovic Mining Corp. • Metal mining

This Amendment No. 2 to Independent Contractor Agreement (“Agreement”) is effective July 1, 2010 and is between GEOVIC Ltd. (“Company” or “Geovic”) and Mineral Services, LLC, (“Contractor”) 142 Stratford Avenue, Garden City, New York 11530. The Company and the Contractor are in some places herein referred to individually as a Party and collectively as the Parties.

CONDITIONAL LEASE TERMINATION AGREEMENT
Conditional Lease Termination Agreement • August 2nd, 2012 • Geovic Mining Corp. • Metal mining

THIS CONDITIONAL LEASE TERMINATION AGREEMENT ("Termination Agreement") is made as of the 25th day of July, 2012 effective as of July 31, 2012, by and between CCP/MS SSIII DENVER TABOR CENTER 1 PROPERTY OWNER LLC, a Delaware limited liability company ("Landlord") and GEOVIC MINING CORP., a Delaware corporation ("Tenant").

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 29th, 2011 • Geovic Mining Corp. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and Michael T. Mason (“Executive”) is effective as of 21 January, 2011 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

Geovic Mining Corp. 743 Horizon Court, Suite 300A Grand Junction, CO 81506 February 26, 2007
Geovic Mining Corp. • May 14th, 2007

Re: Matters Described in Letter Agreement dated May 1, 2006 with Geovic Ltd., as amended through October 31, 2006 (“Amended Letter Agreement”)

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • March 30th, 2010 • Geovic Mining Corp. • Metal mining • Colorado

This AGREEMENT (“Agreement”) dated effective June 15, 2009 is between GEOVIC Ltd. (“Company” or “Geovic”) and Mineral Services, LLC, (“Contractor”) 142 Stratford Avenue, Garden City, New York 11530. The Company and the Contractor are in some places herein referred to individually as a Party and collectively as the Parties.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 29th, 2008 • Geovic Mining Corp. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) between GEOVIC MINING CORP. (“Company”) and DAVID C. BELING (“Executive”) is effective on 01 January 2008 and remains in effect through the Term of this Agreement (as hereinafter defined). The Company and the Executive are in some places herein referred to individually as a Party and collectively as the Parties.

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 16th, 2012 • Geovic Mining Corp. • Metal mining

This Amendment to Executive Employment Agreement (“Amendment”) amends the Executive Employment Agreement between Geovic Mining Corp. and Barbara A. Filas (“Executive”) effective as of 16 February, 2009 (“Agreement”), and is effective 31 March, 2012.

AMENDMENT NO. 1 to EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • March 30th, 2010 • Geovic Mining Corp. • Metal mining

An Exclusive Option Agreement (“Agreement”), was made between Geovic, Ltd. (“Geovic”), and William A. Buckovic (“WAB”), a U.S. citizen residing at 2153 Castlewood Court, Grand Junction, Colorado 81503 effective as of April 24, 2006 (the “Effective Date”). This Amendment No 1 is made to clarify the intentions and agreements made by the parties as they relate to developments which occurred after the Effective Date, and is made with respect to the following agreed facts:

Contract
Geovic Mining Corp. • July 16th, 2012 • Metal mining
Geovic Mining Letter] December 1, 2006
Geovic Mining Corp. • May 14th, 2007

Thank you for agreeing to serve as a director of Geovic Mining Corp. (“Company”). This letter is intended to serve as a basic agreement between the Company and you concerning the Company’s policies toward compensation of directors of the Company. The compensation matters described in this letter are subject to revision from time to time by the Board of Directors and may be described in public reports and financial statements issued by the Company from time to time. We expect that each person who serves as a director will become party to a similar agreement.

FIRST AMENDMENT
First Amendment • March 30th, 2010 • Geovic Mining Corp. • Metal mining

THIS FIRST AMENDMENT (the "Amendment") is made and entered into as of January 8,2009, by and between CCP/MS SSIII Denver Tabor Center 1 Property Owner LLC, a Delaware limited liability company ("Landlord"), and Geovic Mining Corp., a Delaware corporation ("Tenant").

ARRANGEMENT AGREEMENT AMENDING AGREEMENT
Arrangement Agreement Amending Agreement • May 14th, 2007 • Geovic Mining Corp.

This Amending Agreement is made as of October 31, 2006, by and among Resource Equity Ltd., a corporation existing under the laws of the Province of Ontario (“Resource”), Geovic Ltd., a corporation existing under the laws of the Cayman Islands (“Geovic”), Geovic Finance Corp., a corporation existing under the laws of the Cayman Islands (“Finco”) and William A. Buckovic, of 2153 Castlewood Court, Grand Junction, CO, U.S.A. 81503 (“Buckovic”).

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