Common use of Technical Committee Clause in Contracts

Technical Committee. i. The Trust will have a technical committee of three (3) persons (the “Technical Committee”). ii. The initial members of the Technical Committee are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) years as of the Effective Date, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment to the Technical Committee or any replacement of its members shall be effected as follows: (1) the Voting Committee shall have the authority to appoint two (2) of such members and any replacement thereof, and (2) the Agent shall have the authority to appoint the remaining member of the Technical Committee and any replacement thereof. In any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance of the term being replaced. iv. The members of the Technical Committee appointed by the Voting Committee shall be Independent. Members of the Technical Committee may also be members of the Board of Directors. v. The Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions of this Trust. vi. The Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights Agreement.

Technical Committee. i. The Trust will have a Each Bank hereby appoints and authorizes each of the Lead Arrangers and each of the Co-Documentation Agents to act as its technical committee of three (3) persons hereunder and under the other Credit Documents (the “"Technical Committee”). ii. The initial members of the Technical Committee ") with such powers as are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) years as of the Effective Date, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment expressly delegated to the Technical Committee by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be a trustee for any Bank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any replacement other Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of its members members. Borrower and each Bank hereby 108 123 agrees that the protective provisions set forth in Sections 10.1 through 10.5 shall be effected as follows: (1) the Voting Committee shall have the authority apply to appoint two (2) of such members and any replacement thereofprotect, and (2) the Agent shall have the authority to appoint the remaining mutatis mutandis, each member of the Technical Committee and any replacement thereofall determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance member of the term being replaced. iv. The Technical Committee at any time reduces its Commitment to less than $10,000,000 ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, the remaining members of the Technical Committee appointed by shall appoint a Bank as a successor member to the Voting Committee Technical Committee; provided (i) such Bank shall be Independent. Members a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee may also be members and (ii) Borrower does not reasonably disapprove of the Board such Bank within two Banking Days of Directors. v. The Technical Committee will be primarily charged with effecting the sale receipt of the Trust Shares in a manner to maximize their value pursuant notice of such Bank's appointment to the provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions of this TrustCommittee. vi. The Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights Agreement.

Technical Committee. i. The (a) Pursuant to the provisions of the third paragraph of Article 80 of the Lending Institutions Act, the Trust will have Founders and the Creditor Trust Beneficiary hereby create a technical committee Technical Committee (the Technical Committee) made up of three (3) persons (regular members and three alternate members, each of whom may stand in for any of the “Technical Committee”).regular members, pursuant to the following: ii1. The initial members of the Technical Committee are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) years as of the Effective Date, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment to the Technical Committee or will hold a meeting when one is called by any replacement of its members shall be effected as follows: (1) or the Voting Committee shall have the authority Trustee and is personally notified in writing to appoint two (2) of such members and any replacement thereof, and (2) the Agent shall have the authority to appoint the remaining each member of the Technical Committee and any replacement thereof. In any event, any such subsequent appointment shall be for an initial term of two at least 5 (2five) years, and Business Days prior to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be date set for the balance of the term being replaced.respective meeting; iv2. The members Chairman of the Technical Committee appointed will preside over the meetings; or, in his absence, whoever is designated by the Voting Committee shall attendees. Meetings will be Independentconsidered valid with the attendance of all members, and decisions will only be valid with the unanimous vote of the committee members, on the understanding that in the event of a tie, the Chairman will cast the deciding vote. Members The Secretary of the Technical Committee will prepare the minutes for each meeting to record to decisions that were made. A copy of that document, duly signed by all members who attended the meeting, will be delivered to the Trustee, with the precise instructions that are in order, as applicable. 3. For all matters related to this Agreement, unanimous decisions made by committee members outside the Technical Committee meetings will have the same validity as if they had been adopted at a Technical Committee Meeting, providing they are confirmed in a written document prepared by the Technical Committee Secretary. A copy of that document, duly signed by all members, will be delivered to the Trustee, with the precise instructions that are in order, as applicable. 4. The Trustee and the advisors that the Technical Committee deems appropriate may also be members attend the Technical Committee meetings, on the understanding that they will have the right to speak, but not to vote. 5. In the event of resignation, disability, death or any other situation that results in the permanent absence of any of the Board Technical Committee members, the Technical Committee itself will promptly name the successor or successors needed to have a minimum of Directors. v. two members at all times. The Chairman of the Technical Committee will be primarily charged responsible for providing the Trustee with effecting a written notice containing the sale names, personal information and sample signatures of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11all committee members; and 6. The position of Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions of this Trust. vi. The Technical Committee also Member will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights Agreementhonorific.

Technical Committee. i. The Trust will have a (a) Organization and Function of Technical 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, to 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 Members shall form an advisory committee of three (3) persons (the “Technical Committee”). ii. The initial members 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 Technical Representatives appointed by Newmont Member shall be referred to as the “Newmont Technical Representatives”. Barrick Member may appoint or remove a Barrick Technical Representative by written notice to the Newmont Technical Representatives and Newmont Member may appoint or remove a Newmont Technical Representative by written notice to the Barrick Technical Representatives. Each of the Technical 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 a Technical Representative. Each Member shall also be entitled to designate from time to time, one or more observers to attend meetings of the Technical Committee, 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 the other Member 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 such Member’s Technical Representatives. The role of the Technical Committee shall be advisory to the Board on all matters related to Operations, including technical and financial matters. The Technical Committee will have no authority over the conduct of Operations, which shall be governed by this Agreement and the applicable Program and Budget. The recommendations and advice of the Technical Committee are those indicated subject in Schedule 9 hereto. The initial term of such appointment shall be two (2) years as all instances to the determinations of the Effective DateBoard, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment to the Technical Committee or any replacement of its members shall be effected as follows: (1) the Voting Committee shall have the authority to appoint two (2) of such members and any replacement thereof, and (2) the Agent shall have the authority to appoint the remaining member of the Technical Committee and any replacement thereof. In any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance of the term being replaced. iv. The members of the Technical Committee appointed by the Voting Committee shall be Independent. Members of the Technical Committee may also be members of the Board of Directors. v. The Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions of this Trust. viAgreement and the provisions of a Program and Budget Approved by the Board. The Technical Committee also will be charged with using Representatives shall not receive any compensation from Nevada JV or its best efforts to cause subsidiaries for service on the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights AgreementTechnical Committee.

Technical Committee. i. (a) Pursuant to provisions in paragraph three, article 80, Lending Institutions Act, the Trustor-Beneficiary hereby 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. The Trust 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 technical committee 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 (3) persons (the “Technical Committee”). iifull and six alternate members. The initial members Chairman of the Technical Committee are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) years responsible for notifying the Trustee in writing as of the Effective Date, and to the extent necessaryname, shall renew automatically for an additional term personal information and signature samples of two (2) yearsall its members; and 5. the position of Technical Committee member will be honorary. iii. Any subsequent appointment to the Technical Committee or any replacement of its members shall be effected as follows: (1b) the Voting Committee shall have the authority to appoint two (2) of such members and any replacement thereof, and (2) the Agent shall have the authority to appoint the remaining member of the Technical Committee and any replacement thereof. In any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance of the term being replaced. iv. The members of the Technical Committee appointed by the Voting Committee shall be Independent. Members of the Technical Committee may also be members of the Board of Directors. v. The Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11. The Technical Committee shall have the following powers: 1. can open and maintain an individualized record of (i) the Initial Contributions and other powers Contributions from the Trustors-Beneficiaries; and authorities as expressly provided in this Trust and will have (ii) of the power and authority to instruct distributions made by the Trustee in all matters pursuant to Clause 11 not otherwise reserved from the Trust Account and from the Securities Account to the Equity Settlors or Trustors-Beneficiaries under instructions from the Voting Committee pursuant to Technical Committee; 2. can maintain a Record of Beneficiaries and a record of Trustors-Beneficiaries, establishing therein (i) the interest of each one of the Trustors-Beneficiaries in the Trust Assets, including without limitation Purchase Rights; (ii) the provisions of this Trust. vi. The Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented Assets pertaining to the contributions from each of the Trustors-Beneficiaries, made by the Global Trust CertificateTrustee under instructions from the Technical Committee, should either for payment of the Company be required Premium, Price for Fiscal Year or any other reason; and (iii) the number of CPOs acquired which, if applicable, may pertain to effect such registration pursuant 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 the Registration Rights Agreement.in paragraphs (b), (d) and (e) in Section five of this Contract;

Technical Committee. i. The Trust will have (1) As of April 14, 2023, the Corporation formed a technical and sustainability committee of three (3) persons (the “Technical Committee”). ii. The initial members of ) and the Technical Committee are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) years as of the Effective Date, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment to the Technical Committee or any replacement of its members shall be effected as follows: (1) the Voting Committee Investor shall have the authority right (but not the obligation) to appoint two (2) of such members and any replacement thereof, and (2) the Agent shall have the authority to appoint the remaining one member of the Technical Committee to review and any replacement thereofrecommend 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. In any eventAny proposal relating to a technical program, any such subsequent appointment the budget of the Technical Committee, technical data and conclusions and Technical Committee recommendations shall be for an initial term of two 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) yearsThe 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 extent necessaryCorporation’s policies, including without limitation the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. (3) The Technical Committee shall renew automatically for an additional term follow the terms of two (2) years. Any replacement appointment shall reference attached as Schedule “A” to this Agreement, as such terms of reference may be for amended or otherwise modified by the balance mutual agreement of the term being replacedCorporation and the Investor from time to time. iv. (4) The members Corporation hereby acknowledges that the Investor’s Technical Committee Nominee will be acting solely as a member of the Technical Committee appointed by the Voting Committee shall be Independent. Members on behalf of the Investor, and that in no event do the Parties intend that the Investor’s Technical Committee may also Nominee be members 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 of Directorsor formed by agreement with another party. v. (6) The Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided rights set forth in this Trust and will have Section 2.5 shall terminate on the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions of this TrustExpiry Date. vi. The Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights Agreement.

Technical Committee. i. Each Bank hereby appoints and authorizes each of Banc of America Securities LLC, Credit Suisse First Boston, TD Securities (USA) Inc. and The Trust will have a Bank of Nova Scotia to act as its technical committee of three (3) persons hereunder and under the other Credit Documents (the “"Technical Committee”). ii. The initial members of the Technical Committee ") with such powers as are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) years as of the Effective Date, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment expressly delegated to the Technical Committee by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be a trustee or a fiduciary for any Bank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any replacement other Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of its members members. Borrower and each Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 through 10.5 shall be effected as follows: (1) the Voting Committee shall have the authority apply to appoint two (2) of such members and any replacement thereofprotect, and (2) the Agent shall have the authority to appoint the remaining mutatis mutandis, each member of the Technical Committee and any replacement thereofall determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance member of the term being replaced. iv. The Technical Committee at any time reduces its Commitment to less than $10,000,000, ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, the remaining members of the Technical Committee appointed by shall appoint a Bank as a successor member to the Voting Committee Technical Committee; provided (i) such Bank shall be Independent. Members a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee may also be members and (ii) Borrower does not reasonably disapprove of the Board such Bank within two Banking Days of Directors. v. The Technical Committee will be primarily charged with effecting the sale receipt of the Trust Shares in a manner to maximize their value pursuant notice of such Bank's appointment to the provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions of this TrustCommittee. vi. The Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights Agreement.

Technical Committee. i. (1) The Trust will have Parties hereby establish a technical committee of three (3) persons Technical Committee (the “Technical Committee”). ii. The initial members of 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 those indicated in Schedule 9 hereto. solely the responsibility of Operator. (2) The initial term Technical Committee shall consist of such appointment 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) years 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 Effective DateTechnical Committee. Each Member shall serve until his or her respective successor is chosen and until his or her earlier death, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iiior resignation. Any subsequent appointment to vacancies on the Technical Committee or need not be filled. Notwithstanding the foregoing, if any replacement vacancies are chosen to be filled, any vacancies of its members an Operator Member shall be effected as followsfilled 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: (1a) review and discuss Proposal Terms and request and receive any operational or Project information from the Voting 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 have the authority to appoint two (2) of hold a meeting on at least a monthly basis. Such meetings may be held at such members places and any replacement thereof, and (2) the Agent shall have the authority to appoint the remaining member of at such times as the Technical Committee and any replacement thereofmay determine. In any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance of the term being replaced. iv. The members of the Technical Committee appointed by the Voting Committee shall be Independent. Members A special meeting of the Technical Committee may also 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 Board Technical Committee. Further, Operator shall respond to any written request for information submitted to Operator by the Technical Committee within thirty (30) days of DirectorsOperator’s receipt of such request. v. The (8) Operator shall submit an annual budget for operations on the Contract Area, including the proposed Projects, to the Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions of this Trustfor its review. vi. The Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights Agreement.

Technical Committee. i. The For purposes of the good development of this Trust will have and with the rights and obligations set forth herein, the Founders-Beneficiaries create a technical committee of three (3) persons Technical Committee (the “Technical Committee”). ii. The initial members of the Technical Committee are those indicated in Schedule 9 hereto. The initial term of such appointment ) that shall be two (2) years as of the Effective Date, and subject to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment to the Technical Committee or any replacement of its members shall be effected as followsfollowing rules: (1a) the Voting Committee shall have the authority to Each group pf Founders-Beneficiaries mentioned on Exhibit 5 hereof may appoint two (2) of such members and any replacement thereof, and (2) the Agent shall have the authority to appoint the remaining one member of the Technical Committee and any replacement thereofone or more alternate members, which may not be Founders-Beneficiaries. In accordance with the aforementioned, the Founders-Beneficiaries, here by, appoint the members of the Technical Committee and their alternates mentioned on Exhibit 5 hereof, establishing in such Exhibit, the votes corresponding to each member of the Technical Committee. In the event of changes in the trusted net worth, the Trustee shall issue to the members of the Technical Committee new certificates, indicating the number of Trusted Shares that correspond to each Founder-Beneficiary. b) Each new Founder-Beneficiary incorporated to the Trust shall appoint a new member of the Technical Committee and its alternate(s) if the FEMSA shares contributed to the Trust represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that appointed a member of the Technical Committee or if such contributed Trusted Shares do not represent at least an amount equal to the lesser amount of Trusted Shares held by a group of Founders-Beneficiaries that has appointed one member of the Technical Committee, the new Founder-Beneficiary shall choose any eventof the current members of such Technical Committee, as if such Founder-Beneficiary would have appointed such member, adding in this case the Trusted Shares of the new Founder-Beneficiary the other Trusted Shares that represent such member of the Technical Committee. c) Each member of the Technical Committee, or its alternate, that attends to the corresponding meeting, shall have the right to one vote for each Trusted Share corresponding to the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. The net worth that any such subsequent appointment Founder-Beneficiary contributed to this Trust, in cash, shall not grant a right of additional vote in the Technical Committee. d) The members position in the Technical Committee shall be honorific, thus, they shall not have compensation of any kind for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance of the term being replaced. ivtheir performance. The members of the Technical Committee and/or their alternates, may be replaced by the person that on its opportunity appoints in writing the Founder-Beneficiary or Founders-Beneficiaries that appointed such member. In the event of death or absence of any member of the Committee, such member shall be replaced by its alternate; in lack of alternates and in lack of a new appointment by the Founders-Beneficiaries, the person that shall replace such member shall be appointed by the Voting Technical Committee. e) The Technical Committee shall instruct in writing to the Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders’ meetings of FEMSA, representing the Trusted Shares. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the Trusted 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 Independentattending the shareholders’ meetings of FEMSA, or in which direction to vote the Trusted Shares, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the Trusted Shares in the direction that said president instructs. Members In lack of the corresponding instructions, the Trustee shall abstain and shall not be obliged, directly or through the respective representative, to vote the Trusted Shares in any direction, which shall not derive in any liability to his or her position. f) The president of the Technical Committee may also shall be M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lagüera and in his absence Mr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and in absence of both, the person appointed between the members of the Board Technical Committee; shall act as secretary the person appointed by the members of Directorsthe Technical Committee, which may not be a Founder-Beneficiary. v. The Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11. g) The Technical Committee shall meet at least twice a year, 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. The meetings shall be held prior notice sent by the president, the secretary or the Trustee at the president’s or secretary’s request or at the request of at 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 to the members of the Technical Committee, to the domiciles appointed by them. Additionally to 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 FEMSA. h) The Technical Committee shall be established in the first call, with the attendance of the members, or their respective alternates, of the Technical Committee that represent the majority of the Trusted Shares, and in second call with any number of Trusted Shares that are represented. The Technical Committee’s resolutions shall be valid when they are voted by the majority of the Trusted Shares represented by 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 Trusted Shares and that include at least the Trusted Shares of three members of the Technical Committee in the following issues that are presented for their consideration: (i) transformation of FEMSA different to the transformation from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of FEMSA or merger of FEMSA 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 or Special 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 FEMSA, as a consequence of its conversion into “L” Shares of FEMSA in accordance with its by-laws; (vii) any operation by which FEMSA 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 have been acquired in accordance with sub-section (viii) hereafter; (viii) the acquisition by any mean, by FEMSA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of FEMSA; and (ix) the distribution to the shareholders of FEMSA of the resources coming from any transaction by which FEMSA losses control of Femsa Cerveza, S.A. de C.V. and/or Coca-Cola Femsa, S.A. de C.V. In any meeting, in the event of a tie, the President shall have casting vote. i) The Technical Committee may also meet and its agreement shall be valid, when the totality of its members or their respective alternates are present, without the requirement of a previous call, and its resolutions shall be considered in the terms provided on subparagraph h) above. j) The Technical Committee, without actually meeting, may issue resolutions by the total agreement of its members, provided that such resolutions are confirmed in writing by the totality of its members or their respective alternates. k) 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. l) 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. m) Additionally to the meetings of the Technical Committee , the Founders-Beneficiaries shall meet once a year, prior notice sent to the president, the secretary of the Technical Committee or the Trustee at the president’s or secretary’s request or at the request of at 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 to the Founders-Beneficiaries, to the domiciles appointed by them. In this meeting, additionally to any other powers matter that requires to be discussed, the president of the Technical Committee shall inform of the most relevant operation and authorities as expressly strategy issues of FEMSA. The Founders-Beneficiaries also may meet for the purposes provided in this Trust and will have section, when the power and authority to instruct totality of them are present, without the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions requirement of this Trusta previous call. vi. The Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights Agreement.

Technical Committee. i. (a) The Trust will have Members hereby establish a technical committee of three (3) persons (Technical Committee which shall act in an advisory capacity only as requested by the “Technical Committee”). iiBoard or the President or otherwise provided in this Agreement. The initial members of the Technical Committee are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) years as of the Effective Date, and to the extent necessary, shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment to the Technical Committee or any replacement of its members shall be effected as follows: (1) the Voting Committee shall have an advisory role and shall have no authority or power to determine any policies, objectives, procedures, methods and actions of the authority 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%), 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 members 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 right to appoint a representative to the Technical Committee and the other Member shall be entitled to appoint all the representatives to the Technical Committee. (b) Notwithstanding the foregoing, if at any replacement thereof, and time there are more than two (2) Members then: (i) each such Member shall be entitled to appoint one (1) representative to the Agent Technical Committee for each twenty percent (20%) Percentage Interest held by it; 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 Members and such Member shall no longer have the authority right to appoint a representative to the remaining member Technical Committee and the other Members shall be entitled to appoint all the representatives to the Technical Committee. (c) 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 not serve as representatives of a Member on the Board. (d) The mandate of the Technical Committee shall be determined by Majority Approval of the Board from time to time. (e) The Chair of the Technical Committee shall be appointed by the Technical Committee to serve for a term of one Fiscal Year each time the Chair of the Board is appointed as provided in Section 6.1(d). The Technical Committee shall meet at such time or times as the Chair of the Technical Committee may determine on not less than ten (10) days’ Notice to the members of the Technical Committee and in any replacement thereof. In any event, any such subsequent appointment event shall be for an initial term of two meet not less frequently than three (23) years, and to times during the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance of the term being replacedFiscal Year. iv. The members of the Technical Committee appointed by the Voting Committee shall be Independent. Members of the Technical Committee may also be members of the Board of Directors. v. The Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a manner to maximize their value pursuant to the provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or the Voting Committee pursuant to the provisions of this Trust. vi. The Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in the Trust represented by the Global Trust Certificate, should the Company be required to effect such registration pursuant to the Registration Rights Agreement.