Common use of Technical Committee Clause in Contracts

Technical Committee. 3.1 While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, a technical committee (the “Technical Committee”) shall be established. Except as herein otherwise provided, the Technical Committee shall have the responsibility of approving the proposed Work Expenditures. 3.2 The Technical Committee shall consist of two (2) representatives, and each party shall forthwith appoint one (1) representative to the Technical Committee. 3.3 The Operator shall convene a meeting of the Technical Committee at least once every twelve (12) months and, in any event, within fourteen (14) days of being requested to do so by any representative. 3.4 The Operator shall give notice, specifying the time and place and the agenda for each meeting of the Technical Committee, to all representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a budget, shall be submitted by the Operator at least 7 business days before the date of the Technical Committee meeting. 3.5 Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda. 3.6 A quorum for any Technical Committee meeting shall be present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc. 3.7 The Technical Committee shall decide every question submitted to it by a vote with each representative being entitled to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote. 3.8 The representative of the Operator shall be chairman and secretary of each Technical Committee meeting. 3.9 The secretary of the Technical Committee meeting shall take minutes of that each meeting and circulate copies thereof to each representative. 3.10 The Technical Committee may make decisions by obtaining the consent in writing of the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical Committee. 3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be binding upon all parties. 3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

Technical Committee. 3.1 While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, a technical committee (the “Technical Committee”) shall be established. Except as herein otherwise provided, the Technical Committee shall have the responsibility of approving the proposed Work Expenditures. 3.2 The Technical Committee shall consist of two (2) representatives, and each party shall forthwith appoint one (1) representative to the Technical Committee. 3.3 The Operator shall convene a meeting of the Technical Committee at least once every twelve (12) months and, in any event, within fourteen (14) days of being requested to do so by any representative. 3.4 The Operator shall give notice, specifying the time and place and the agenda for each meeting of the Technical Committee, to all representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a budget, shall be submitted by the Operator at least 7 business days before the date of the Technical Committee meeting. 3.5 Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda. 3.6 A quorum for any Technical Committee meeting shall be present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc.. 3.7 The Technical Committee shall decide every question submitted to it by a vote with each representative being entitled to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote.. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc. 3.8 The representative of the Operator shall be chairman and secretary of each Technical Committee meeting. 3.9 The secretary of the Technical Committee meeting shall take minutes of that each meeting and circulate copies thereof to each representative. 3.10 The Technical Committee may make decisions by obtaining the consent in writing of the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical Committee. 3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be binding upon all parties. 3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

Technical Committee. 3.1 While (a) Upon execution of this agreement is in force and until Agreement, the First Option has been exercised by NORTHWESTERN, Parties shall establish a technical committee (the “Technical Committee”) shall be establishedto, among other things, review, amend and approve Work Programs and Budgets. Except as herein otherwise provided, the Technical Committee shall have the responsibility of approving the proposed Work Expenditures. 3.2 The Technical Committee shall consist of two (2) representatives, members appointed by Operator and each party shall forthwith two (2) members appointed by Non-Operator. Each Party may appoint one (1) representative or more alternates to act and vote in the absence of a regular member. Any alternate so acting shall be deemed a member. Appointments shall be made or changed by prior written notice to the other Party. (b) Each Party, acting through its appointed members, shall have equal votes on the Technical Committee. In the absence of agreement by the members of the Technical Committee in respect of any matter before the Technical Committee including Work Programs and Budgets, any direction or decision concerning, or final approval of, any such matter including Work Programs and Budgets during the term of this Agreement will be given or made (as the case may be) solely by Non-Operator, acting reasonably. 3.3 (c) Subject to Section 3.1(d), the Technical Committee shall hold regular meetings at least semi-annually in Vancouver, British Columbia or at other mutually agreed places. The Operator shall convene give thirty (30) days’ notice to the Non-Operator of such regular meetings. Additionally, the Non-Operator may call a special meeting upon seven (7) days’ notice to the Operator. In case of emergency, reasonable notice of a special meeting shall suffice. With respect to a regular or special meeting of the Technical Committee Committee, there shall be a quorum if at least once every twelve one (121) months andmember representing each Party is present. Except in respect of an emergency meeting of the Technical Committee, in any event, within fourteen (14) days of being requested to do so by any representative. 3.4 The Operator shall give notice, specifying the time and place and the agenda for each meeting of the Technical CommitteeCommittee an agenda shall, to all representatives at least seven five (75) days prior to that meeting, be distributed to the time appointed for other Party by the Person calling that meeting. An exploration program proposal, which includes a budget, Minutes shall be submitted by the Operator at least 7 business days before the date kept of the Technical Committee meetings and circulated prior to and approved at the next subsequent meeting. 3.5 Notice (d) In lieu of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda. 3.6 A quorum for any Technical Committee meeting shall be present if each party’s representative is present. If a quorum is present at the meetingmeetings in person, the Technical Committee shall may hold meetings by telephone conferences, so long as all attendees at that meeting can hear and be competent to exercise heard by all of the authorities, powers other attendees and discretions bestowed upon it hereunderminutes are prepared in accordance with Section 3.1(c). The Technical Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc.may also take actions in writing signed by all members. 3.7 (e) The Technical Committee shall decide every question submitted have exclusive authority to it by a vote with determine the Operations on the Property and all related technical matters. Without limiting the foregoing each representative being entitled to cast one Party acknowledges and agrees that: (1i) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote. 3.8 The representative of the Operator shall be chairman and secretary of each Technical Committee meeting. 3.9 The secretary of the Technical Committee meeting shall take minutes of that each meeting may approve Work Programs and circulate copies thereof to each representative. 3.10 The Technical Committee may make decisions Budgets proposed by obtaining the consent in writing of the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical Committee. 3.11 Decisions of the Technical Committee made in accordance Operator with this Agreement shall be binding upon all parties. 3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee mayor without amendment, by agreement of the representatives of all the partiesaddition, establish such deletion or other rules of procedure, not inconsistent with this Agreement, alteration or modification as the Technical Committee deems fitconsiders fit or reject the same and in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of an Approved Work Program pursuant to an Approved Budget; and (ii) the Technical Committee may only approve the alteration or modification proposed by Non-Operator of an Approved Work Program in order to expand the Operations to be undertaken as part of that Approved Work Program and to make the required corresponding increase the Approved Budget that relates to such Approved Work Program.

Technical Committee. 3.1 While this agreement is in force and until The Founders of the First Option has been exercised by NORTHWESTERN, Trust create a technical committee Technical Committee (the “"Technical Committee”") that shall be establishedsubject to the following rules: a) It will be integrated permanently by the Founders of the Trust. Except as herein otherwise providedEach member of the Technical Committee , shall have right to one vote per Share corresponding to the assets of this trust. b) 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 VISA, representing the SHARES. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the SHARES in such shareholders' meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders' meetings of VISA, or in which direction to vote the SHARES, the responsibility of approving representation shall fall on the proposed Work Expenditurespersons appointed by the president of the Technical Committee, voting the SHARES in the direction that said president instructs. 3.2 c) The president of the Technical Committee shall be Mr. Eugenio Garza Laguera and in ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. Jose Antonio Fernandez Carbajal, and ▇▇ ▇b▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇rson appointed between them, the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder of the Trust. d) The Technical Committee shall consist of two (2) representativesmeet at least twice a year, and each party shall forthwith appoint one (1) representative to the Technical Committee. 3.3 The Operator shall convene a meeting first time during the first quarter of the Technical Committee at least once every twelve (12) months andyear 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, in any event, within fourteen prior notice sent by the Trustee at the president's request, secretary or at least by 3 (14three) of its members, with at least 7 (seven) business days prior to the date of being requested the meeting. The notice shall be sent by the Trustee to do so the members of the Technical Committee, to the domiciles appointed by them. Furthermore, any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of VISA. e) The Technical Committee shall be established in the first call, with the attendance of the members of the Technical Committee that represent the majority of the SHARES and in second call with any number of SHARES that are represented. The Technical Committee's resolutions shall be valid when they are voted by the majority of the SHARES that represent the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the SHARES and that are represented by at least the SHARES of three members of the Technical Committee in the following issues that are presented for their consideration: (i) change of VISA different to the change from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of VISA or merger of VISA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities and Especial Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the "D" Shares of VISA, as a consequence of its conversion into "L" Shares of VISA in accordance with its by-laws; (vii) any operation by which VISA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other company that may have been acquired in accordance with sub-section (viii) hereafter; and (viii) the acquisition by any representativemean, by VISA or any of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of VISA. In any meeting, in the event of a tie, the President shall have casting vote. 3.4 The Operator shall give notice, specifying the time and place and the agenda for f) Of each meeting of the Technical Committee, to all representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a budget, minute shall be submitted drawn up and signed by the Operator at least 7 business days before president and the date secretary of the Technical Committee meetingCommittee, 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. 3.5 Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda. 3.6 A quorum for any Technical Committee meeting shall be present if each party’s representative is present. If a quorum is present at the meeting, g) The decisions made by the Technical Committee shall be competent notified in writing to exercise all of the authoritiesTrustee, powers and discretions bestowed upon it hereunder. The Technical Committee shall not transact any business at a meeting unless a quorum is present at by the commencement of the meeting. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc. 3.7 The Technical Committee shall decide every question submitted to it by a vote with each representative being entitled to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote. 3.8 The representative of the Operator shall be chairman and secretary of each Technical Committee meeting. 3.9 The secretary of the Technical Committee meeting shall take minutes Committee, for the duly compliance of that each meeting and circulate copies thereof to each representativethe corresponding. 3.10 h) The members of the Technical Committee may make decisions by obtaining the consent in writing no be removed of the representatives of each party. Any decision so made their responsibilities, which shall be honorary and as valid as consequence will not have the right to a decision made at a duly called and held meeting any compensation for their performance an in the event of absence or definitive absence, shall be replaced by the person who the member in question of the Technical Committee. 3.11 Decisions , and in the absence of such appointment, the Technical Committee made in accordance with this Agreement person who will replace the member, shall be binding upon all parties. 3.12 Each party shall bear the expenses incurred appointed by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

Technical Committee. 3.1 While this agreement is in force and until A. For the First Option has been exercised by NORTHWESTERNpurposes of Article 80, third paragraph of the Financial Institutions Law, a technical committee (the “Technical Committee”) shall be established. Except as herein otherwise provided, the Technical Committee shall have hereby be created, comprised of the responsibility following members: TITLEHOLDERS represented M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 19.6 J▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 19.6 W▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 8.8 I▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 8.8 M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 6.9 Mayele de la P▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2.0 B. M▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Arrendondo shall act as Chairman of approving the proposed Work Expenditures. 3.2 The Technical Committee Committee, Dr. J▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall consist of two (2) representativesact as Vice-Chairman, and each party M▇. ▇▇▇▇▇▇ de la P▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall forthwith appoint one (1) representative act as Secretary to the Technical Committee. 3.3 The Operator shall convene a meeting C. Sessions of the Technical Committee shall be called by the Chairman, by the Secretary, by the Trustee, or by any committee member, through a written session announcement, which may be sent by fax, indicating the location, date, time, and agenda for the session in question. This session announcement must be received by each director at least once every twelve (12) months andfive business days prior the date indicated for the meeting. Session announcements are not required when the totality of the members are present, or duly represented, at the Technical Committee session in any event, within fourteen (14) days of being requested to do so by any representativequestion. 3.4 D. The Operator Secretary, or the person designated by the Technical Committee, shall give notice, specifying the time and place and the agenda prepare a record for each meeting session and send this record to the Trustee in order to prepare the instructions to reflect the resolutions of the Technical Committee, to all representatives as applicable. The record must be signed by the Chairman, or Vice-Chairman, and by the Secretary. E. Technical Committee sessions shall be considered duly convened when at least seven (7) days prior to 60% of the time appointed for total committee votes are present or represented. Resolutions must be passed with the meeting. An exploration program proposalapproval of at least 60% of the total Technical Committee votes, with the exception of those circumstances stipulated in the Twelfth and Fourteenth Clauses herein, which includes a budget, shall be submitted by require the Operator approval of at least 7 business days before the date 75% of the Technical Committee meetingvotes. In the event quorum is not met at the first session, a second session announcement shall be made for the date determined by the members present, taking into account the notification period of five business days referred to in point C of this Clause. Resolutions forwarded in the second, or later, session must be passed with the same percentage of votes as would be required for first session meetings. The Technical Committee may adopt agreements out-of-session, provided these agreements are passed with a unanimous vote of the members with voting rights and these resolutions are ratified in writing and signed. 3.5 Notice F. The distribution of the votes in accordance with point A of this Clause, shall reflect the proportion of the shareholdings of each sitting member on the Technical Committee at the time of signing this Agreement. In the event this proportion were to change as a result of the sale of shares between Settlors who are sitting members of the Committee or by the pledge of new shares to this Trust by these members, the number of votes shall be distributed, with the understanding that a redistribution would only be made in the event the variation were to exceed 1% in the holdings of one member, in relation to the total of pledged shares. G. In the event of a meeting temporary absence of a committee member, this member may designate, through a power of attorney, an alternate from among the remaining sitting members, with the understanding that this power of attorney shall be considered valid only for the Technical Committee session in question and not for multiple meetings nor for an indeterminate number of Technical Committee sessions. H. Each sitting member of the Technical Committee shall not be required if representatives must designate a direct family descendant to act as alternate in the event of all the parties are present and unanimously agree upon the agenda. 3.6 A quorum for any Technical Committee meeting shall be present if each party’s representative is present. If a quorum is present at the meetingdeath, incapacity, resignation, or definitive absence from the Technical Committee shall be competent to exercise all Committee. The Settlors signing hereunder make this designation in point M of this Clause. The designation of the authoritiesalternate with regards to the circumstances mentioned above may be modified, powers and discretions bestowed upon it hereunderwith no limitation, through written notification presented to the Technical Committee, with the understanding that the signature of the sitting member in question must ratified before a Notary Public. The Technical Committee shall not transact have the power to revoke nor modify the designation of any business alternate in accordance with this paragraph. If for any reason, a definitive alternate is not designated, the Technical Committee shall make this designation and to do this must only consider the two eldest direct family members of the Committee member who has failed to make the corresponding designation. I. For any definitive alternate, designated in accordance with the previous paragraph, to substitute the sitting member in question, under any of the circumstances in the previous point, and to therefore acquire the designation of sitting member of the Technical Committee, this definitive alternate must be at a meeting unless a quorum least 18 years of age and until this requisite is met, the corresponding absent votes shall be distributed proportionately and temporarily amongst the remaining sitting members present at each session. J. Once an alternate has become a sitting member, in accordance with the commencement previous paragraph, they must then propose a list of candidates to the Technical Committee for their own definitive alternate, in the event of death, incapacity, resignation, or the definitive absence of the meetingnew sitting member in question. Property Option Agreement Azimut Exploration Inc & Northwestern Mineral Ventures Inc. 3.7 The candidate list must include at least one direct descendant of M▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Barraza (born in 1921). The Technical Committee shall decide every question submitted to it select, the new alternate member, by a vote majority vote, from among the candidates proposed with each representative the understanding that this decision shall be final. K. In the event of the simultaneous death of a sitting member and their designated alternate in accordance with the previous points, the Technical Committee shall designate a new sitting member, being entitled to cast one (1) votechosen from among the descendants of the original member, where possible. In the case of an equality of votes on any matter which cannot be resolved by agreement of event the partiessitting member has no direct descendants, the Operator shall have Committee may, or not, designate a second new sitting member and casting vote. 3.8 The representative of in the Operator event this designation is not made, the corresponding votes shall be chairman and secretary of each Technical Committee meeting.distributed, proportionately, as in the case for point I. 3.9 L. The secretary of right to sit on the Technical Committee meeting shall take minutes may not be inherited, just as the transfer of that each meeting and circulate copies thereof shares through inheritance, or legacy, does not give the heir, or the legatee, the automatic right to each representativesit on the Committee. 3.10 M. Initial list of sitting Members and definitive Alternates: M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ B▇▇▇▇▇▇ ▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ W▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ W▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ I▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ I▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ W▇▇▇▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ de la P▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇▇ N. The Technical Committee may make decisions by obtaining shall have all the consent powers expressly designated for this Committee herein and shall resolve all matters not expressly described in writing of the representatives of each partythis agreement. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical Committee. 3.11 Decisions of the Technical Committee made in accordance with this Agreement shall be binding upon all parties. 3.12 Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee. 3.13 The Technical Committee may, by agreement shall have the internal organization determined necessary for the fulfillment of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fitits objectives.