Common use of Contracts, etc Clause in Contracts

Contracts, etc. (a) Except for contracts, agreements, leases and commitments entered into in the ordinary course of business or which have been filed as, neither Camex nor the Camex Subsidiary is a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $100,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 per annum, excluding those which may be terminated without penalty on 90 days’ notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any Person not dealing at arm’s length with Camex or the Camex Subsidiary; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person or relating to commitments to purchase the assets of any other Person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition, disposition or lease of any business operations or real property; (xiii) limiting or restraining Camex or the Camex Subsidiary from engaging in any activities or competing with any Person; (xiv) which involves the use of a derivative, including any forward contracts or options; or (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person. (b) Camex and the Camex Subsidiary and, to the knowledge of Camex, each of the other parties thereto, is in compliance with all covenants under any Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex or the Camex Subsidiary. 010017000-00145797; 2 26

Contracts, etc. (a) Except for contracts, agreements, leases and commitments entered into in the ordinary course of business business, or which have been filed asas Tenke Securities Documents or as listed in Section 2.11 of the Tenke Disclosure Letter, neither Camex nor as of the Camex Subsidiary date hereof, no Tenke Group Member is a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $100,000 250,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Closing Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon on severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 50,000 per annum, excluding those which may be terminated without penalty on 90 days’ ' notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary any Tenke Group Member (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any Person person not dealing at arm’s 's length with Camex Tenke or the Camex Subsidiarysuch Tenke Group Member; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person person or relating to commitments to purchase the assets of any other Person person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition, acquisition or disposition or lease of any business operations or real property; (xiii) limiting or restraining Camex or the Camex Subsidiary any Tenke Group Member from engaging in any activities or competing with any Personperson; (xiv) concerning the lease of any machinery or equipment pursuant to which payments thereunder exceed $250,000 in the aggregate; (xv) which involves the use of a derivative, including any forward contracts or options; or (xvxvi) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Personperson. (b) Camex and the Camex Subsidiary Each Tenke Group Member and, to the knowledge of CamexTenke, each of the other parties thereto, thereto is in compliance with all covenants under any Contract, Contract and no default has occurred which, with notice or lapse of time or both, both would directly or indirectly constitute such a defaultdefault under any Contract, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex or the Camex Subsidiary. 010017000-00145797; 2 26Tenke Group.

Contracts, etc. (a) Except for contracts, agreements, leases and commitments Contracts entered into in the ordinary course Ordinary Course of business or which have been filed asbusiness, neither Camex nor the Camex Subsidiary each of eXeBlock and eXeBlock Subco is not a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $100,000 50,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien Lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees Employees or the rights of employees Employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 50,000 per annum, excluding those which may be terminated without penalty on 90 daysthree (3) months’ notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex eXeBlock or the Camex Subsidiary eXeBlock Subco (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any Person not dealing at arm’s length with Camex or the Camex Subsidiary; (viii) with a bank or other financial institution relating to borrowed money, with the exception of corporate credit cards issued to eXeBlock or eXeBlock Subco as disclosed herein; (ixviii) relating to the existence, creation, existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (xix) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person or relating to commitments to purchase the assets of any other Person or to guarantee the price thereof; (xix) relating to the acquisition or disposition of any shares or securities of eXeBlock, eXeBlock Subco or any other related entity; (xiixi) relating to the acquisition, acquisition or disposition or lease of any business operations or real property; (xiiixii) limiting or restraining Camex eXeBlock, or the Camex Subsidiary eXeBlock Subco from engaging in any activities or competing with any Person; (xivxiii) which involves the use of a derivative, including any forward contracts Contracts or options, other than the eXeBlock Stock Option Plan; or (xvxiv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person. (b) Camex and the Camex Subsidiary and, to To the knowledge of CamexeXeBlock and eXeBlock Subco, each of the other parties thereto, is both eXeBlock and eXeBlock Subco are in compliance with all covenants under any Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a defaultdefault under any Contract, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex eXeBlock or the Camex Subsidiary. 010017000-00145797; 2 26eXeBlock Subco.

Contracts, etc. (a) Except for contracts, agreements, leases and commitments entered into as set out in the ordinary course Fortify Disclosure Letter and this Agreement, as of business or which have been filed asthe date hereof, neither Camex nor the Camex Subsidiary no Fortify Group Member is a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $100,000 50,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 50,000 per annum, excluding those which may be terminated without penalty on 90 days’ ' notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary any Fortify Group Member (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise); (vii) other than as disclosed in the Fortify Disclosure Letter, with any director or officer, former director or officer, shareholder or any Person person not dealing at arm’s 's length with Camex Fortify or the Camex Subsidiarysuch Fortify Group Member; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person person or relating to commitments to purchase the assets of any other Person person or to guarantee the price thereof; (xi) other than as disclosed in the Fortify Disclosure Letter, relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition, disposition or lease of any business operations or real property; (xiii) limiting or restraining Camex or the Camex Subsidiary any Fortify Group Member from engaging in any activities or competing with any Person; (xiv) which involves the use of a derivative, including any forward contracts or options; or (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Personperson. (b) Camex and the Camex Subsidiary Each Fortify Group Member and, to the knowledge of CamexFortify, each of the other parties thereto, is in material compliance with all covenants under any material Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a defaultdefault under any material Contract, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex the Fortify Group. (c) No Fortify Group Member is a party to or bound by any Contract that provides for any payment as a result of the Camex Subsidiary. 010017000-00145797; 2 26consummation of any of the matters contemplated by this Agreement that would result in Fortify having a cash balance of less than $1,000 at the time of the completion of the Business Combination.

Contracts, etc. (a) Except Other than the Convertible Debentures, the Convertible Bridge Loan, the Golden Arrow Share Purchase Agreement, the Premier Royalty Employment Agreements and except as disclosed in Schedule F, and except for contracts, agreements, leases and commitments entered into in the ordinary course of business or which have been filed asas of the date hereof, neither Camex nor the Camex Subsidiary Premier Royalty is not a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $100,000 50,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon on severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 50,000 per annum, excluding those which may be terminated without penalty on 90 daysthree months’ notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary Premier Royalty (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise), other than consulting agreements entered into in the ordinary course, provided that the Business Combination will not trigger any such change of control payments; (vii) with any director or officer, former director or officer, shareholder or any Person person not dealing at arm’s length with Camex or the Camex SubsidiaryPremier Royalty; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person person or relating to commitments to purchase the assets of any other Person person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition, acquisition or disposition or lease of any business operations or real property; (xiii) limiting or restraining Camex or the Camex Subsidiary Premier Royalty from engaging in any activities or competing with any Personperson; (xiv) which involves the use of a derivative, including any forward contracts or options; or (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Personperson. (b) Camex and the Camex Subsidiary Premier Royalty and, to the knowledge of CamexPremier Gold and Premier Royalty, each of the other parties thereto, is in material compliance with all covenants under any each Contract, including the Golden Arrow Share Purchase Agreement, and no default has occurred which, with notice or lapse of time or both, both would directly or indirectly constitute such a defaultdefault under any Contract, including the Golden Arrow Share Purchase Agreement, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex or the Camex Subsidiary. 010017000-00145797; 2 26Premier Royalty.

Contracts, etc. Except as set forth in Schedule 4(n) hereto and further except for License Agreements (aas defined in Section 4(o) Except hereof), neither the Company nor any of its Subsidiaries is a party to or bound by any: (i) contract with any labor union or any collective bargaining agreement; (ii) bonus, pension, profit sharing, retirement, deferred compensation, savings, stock purchase, stock option, hospitalization, insurance or other plan providing similar employee benefits or compensation; (iii) employment (exclusive of employment at will without written agreement), agency, consulting or similar service contract; (iv) agreement (including brokerage, lease, correspondent, sales representative or distributorship agreement) for contractsthe payment of fees, agreementscommissions, leases rents or other compensation by the Company or any of its Subsidiaries; (v) lease, whether as lessor or lessee, with respect to any Leased Parcel or personal property; (vi) contract as licensor or licensee for the license of any patent, know-how, trademark, trade name, service ▇▇▇▇, copyright or other intangible asset, except for the License Agreements; (vii) guaranty, suretyship, indemnification or contribution agreement; (viii) loan agreement, promissory note or other document evidencing any indebtedness of or to the Company or any of its Subsidiaries (other than trade accounts payable or receivable and commitments other indebtedness incurred in the ordinary course and not for money borrowed); (ix) mortgage, security agreement, sale-leaseback agreement or other agreement which effectively creates (or could, in the future, create) a lien on any assets of the Company or any of its Subsidiaries; (x) contract for the purchase of capital assets or for remodeling or construction which involves payment of $10,000 or more per year; (xi) contract for advertising or promotional services to be rendered for the Company or any of its Subsidiaries; (xii) contract concerning confidentiality or restricting the Company or any of its Subsidiaries from engaging in business or from competing with any other parties or providing that the Company or any of its Subsidiaries shall be restricted in any way from selling, marketing or distributing any product or other merchandise; (xiii) contract with any officer or director of the Company or any of its Subsidiaries or the Shareholder or any entity owned, in whole or in part, directly or indirectly, by any such officer, director or the Shareholder; (xiv) purchase or sale order for merchandise or supplies which (A) was not entered into in the ordinary course of business business, involves payments of $10,000 or which have been filed asmore and is not terminable by the Company or any of its Subsidiaries without cost or penalty upon 30 days' or less notice, neither Camex nor the Camex Subsidiary or (B) is a party to standing or bound similar order with a remaining term of more than one year and is not terminable by the Company or any Contract: (i) relating to capital expenditures of its Subsidiaries without cost or improvements in excess of $100,000 in the aggregatepenalty upon 30 days' or less notice; (iixv) by which title to any assets, rights or properties is retained by a third party as security for an obligationplan of reorganization; (iiixvi) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 per annum, excluding those which may be terminated without penalty on 90 days’ notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any Person not dealing at arm’s length with Camex or the Camex Subsidiary; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person or relating to commitments to purchase the assets of any other Person or to guarantee the price thereof; (xi) relating to contract involving the acquisition or disposition of any shares $10,000 or securities more in assets, other than contracts involving such acquisitions or dispositions in the ordinary course of any entitythe Company's brokerage business; (xiixvii) relating to the acquisitionagreement concerning a partnership, disposition limited liability company or lease of any business operations or real propertyjoint venture; (xiiixviii) limiting or restraining Camex or contract under which the Camex Subsidiary from engaging in any activities or competing with any Person; (xiv) which involves the use consequences of a derivativedefault or termination could have a material adverse effect on the financial condition, including results of operations, assets, business or prospects of the Company or any forward contracts or optionsof its Subsidiaries; or (xvxix) relating any other contract (excluding purchase and sale orders not required by the terms of the foregoing clauses (xiv) or (xvi) to be set forth in Schedule 4(n)) not otherwise disclosed in a schedule to this Agreement which involves payments of $10,000 or more a year and is not terminable by the Company or any of its Subsidiaries without cost or penalty upon 30 days' or less notice. All of the foregoing are hereinafter collectively called "Contracts." To the extent Contracts are evidenced by documents, true and correct copies thereof have been delivered or made available to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person. (b) Camex Buyer unless otherwise noted in Schedule 4(n). All Contracts are valid, subsisting and legally binding on the Camex Subsidiary and, to the knowledge of Camex, each of the other parties thereto, is in compliance with all covenants under any Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex or the Camex Subsidiary. 010017000-00145797; 2 26.

Contracts, etc. (a) Except for contracts, agreements, leases and commitments in connection with Contracts entered into in the ordinary course Ordinary Course of business or which have been filed asas of the date hereof, neither Camex Nodalblock nor the Camex Subsidiary Nodalblock Subco is a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $100,000 50,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien Lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees Employees or the rights of employees upon Employees on severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 50,000 per annum, excluding those which may be terminated without penalty on 90 days’ three (3) months' notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex Nodalblock or the Camex Subsidiary Nodalblock Subco (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any Person not dealing at arm’s length with Camex or the Camex Subsidiary; (viii) with a bank or other financial institution relating to borrowed money, with the exception of corporate credit cards issued to Nodalblock or Nodalblock Subco, or as disclosed herein; (ixviii) relating to the existence, creation, existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (xix) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person or relating to commitments to purchase the assets of any other Person or to guarantee the price thereof; (xix) relating to the acquisition or disposition of any shares or securities of Nodalblock or Nodalblock Subco, any other related entity; (xiixi) relating to the acquisition, acquisition or disposition or lease of any business operations or real property; (xiiixii) limiting or restraining Camex Nodalblock or the Camex Subsidiary Nodalblock Subco from engaging in any activities or competing with any PersonPerson in connection with the Nodalblock Business; (xivxiii) which involves the use of a derivative, including any forward contracts Contracts or options; or (xvxiv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person. (b) Camex and the Camex Subsidiary and, to To the knowledge of CamexNodalblock and Nodalblock Subco, each of the other parties thereto, is both Nodalblock and Nodalblock Subco are in compliance with all covenants under any Contract, Contract and no default has occurred which, with notice or lapse of time or both, both would directly or indirectly constitute such a defaultdefault under any Contract, except for such non-non- compliance or default as has not had and will not have a Material Adverse Effect on Camex Nodalblock or the Camex Subsidiary. 010017000-00145797; 2 26Nodalblock Subco.