Common use of VERSION Clause in Contracts

VERSION. action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

VERSION. action that would make unavailable either Subject to the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as conditions set forth in the previous sentence Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be due valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York. METALS ACQUISITION CORP By: Name: Title: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent By: Name: Title: The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [·], 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement. The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the date that face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would otherwise be applicableentitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant. Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

VERSION. action that would make unavailable either If money for the exemption pursuant payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to Section 4(a)(2) the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. No reference herein to the Indenture and no provision of this Note or of the Securities Act for Indenture shall alter or impair the sale by Counterparty to Dealer (or any affiliate designated by Dealer) obligation of the Restricted Shares Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the rate, and in the coin or currency herein prescribed. No director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the exemption pursuant to Section 4(a)(1) Indenture or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer)claim based on, and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlementor by reason of such obligations or their creation. Each Holder, it by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note. This Note and the Indenture shall be an Event of Default governed by and construed in accordance with respect to Counterparty and Section 6 the law of the Agreement State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state. Ownership of this Note shall applybe proved by the register for the Notes kept by the Registrar. The Private Placement Settlement Company, the Trustee and any agent of the Company may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes. Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to the correctness of such Restricted Shares numbers and reliance may be placed only on the other identification numbers printed on this Note. Terms used herein without definition that are defined in the Indenture shall include customary representationshave the meanings assigned to them in the Indenture. Unless the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its authorized officers, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer on behalf of the Restricted Shares Trustee by Dealer)the manual signature of an authorized officer of the Trustee's authenticating agent, opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may this Note shall not be freely returned entitled to securities lenders by Dealer and may only any benefit under the Indenture or be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement valid or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicableobligatory for any purpose.

VERSION. Plaintiff Keel further represents and warrants that, to the extent any other government payer (including but not limited to Masshealth, Medicaid, Veteran’s Administration, Tricare/CHAMPUS) has a right to be reimbursed for any payments made on claims for items and services relating to the alleged injuries that are the subject of this action being resolved by this Agreement, Plaintiff Keel has, or will, fully reimburse, resolve, or otherwise satisfy such payers. Plaintiff Keel acknowledges that would make unavailable either the exemption in making payment pursuant to Section 4(a)(2) this Agreement, the H&P Defendants are reasonably relying on the representation and warranties made by Plaintiff Keel herein and these representations and warranties are a material inducement to Helmerich & ▇▇▇▇▇, Inc. to make payment as part of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall applythis Agreement. The Private Placement Settlement parties have agreed to properly consider Medicare’s interests as secondary payer under the Medicare Secondary Payer Act, as set forth above. Plaintiff Keel represents and warrants that, to the best of such Restricted Shares shall include customary representationsall parties’ knowledge, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer Plaintiff Keel is not enrolled in the Medicare program as of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery settlement. However, given the “reasonable expectation” of such Restricted Shares shall be Medicare eligibility, Plaintiff and his counsel have secured and have agreed to establish a Medicare Set-Aside (“MSA”) under the Clearance System Business Day following notice terms and conditions of attached Exhibit B. The attached Medicare Set-Aside Exhibit B, provided by Dealer to Counterparty of the number of Restricted Shares ▇▇▇▇▇▇▇ Settlement Solutions and to be delivered pursuant to this clause (i). For funded from the avoidance of doubtPlaintiff’s settlement proceeds, delivery of Restricted Shares shall be due as set forth in the previous sentence Exhibit A, calls for $1,985,596.30 to be set-aside and utilized for future Medicare-allowable, claim-related medical expenses. The MSA is to be established and administered by Plaintiff or his trustee. Defendants will not be due involved in the administration of the MSA. PLAINTIFF AGREES TO INDEMNIFY AND/OR HOLD HARMLESS AND DEFEND DEFENDANTS FROM ANY CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO ANY LOSS OF MEDICARE OR SOCIAL SECURITY BENEFITS, OR ANY RECOVERY FROM THE CENTERS FOR MEDICARE AND MEDICAID SERVICES, THE MEDICARE SECONDARY PAYER RECOVERY CONTRACTOR, THE BENEFITS COORDINATION & RECOVERY CENTER, OR ANY OTHER MEDICARE AGENCY OR MEDICARE ADVANTAGE PLAN MAY PURSUE, INCLUDING ANY RECOVERY SOUGHT BY MEDICARE FOR PAST, PRESENT OR FUTURE LIENS. Plaintiff also specifically agrees to release any claim or right to bring any possible future action under the MSP against Released Parties, including, but not limited to any cause of action under 42 U.S.C. §1395y(b)(3)(A). Should Medicare require that it be reimbursed for any medical expenses for which it has paid, Plaintiff agrees to be responsible for the same. Plaintiff has been given opportunity to seek assistance from legal counsel of his choosing and/or directly from the Social Security Administration or other governmental entity regarding any impact this Release may have on the date that would otherwise be applicablecurrent or future eligibility for governmental benefits.

VERSION. Borrower expressly waives Borrower’s right to assert defenses, setoffs and counterclaims of any kind in any action or proceeding in any court arising on, out of, under, by virtue of, or in any way relating to this Note or the transactions contemplated hereby. This waiver by Borrower is a condition precedent and material inducement for Payee to make the loan contemplated hereby and to enter into the Note. Borrower confirms that would make unavailable either the exemption pursuant to Section 4(a)(2) foregoing waiver is informed and voluntary. This Note may not be assigned, in whole or in part, by Borrower without the prior written consent of the Securities Act for Payee (any purported assignment hereof in violation of this provision being null and void). This Note will be governed by and construed in accordance with the sale by Counterparty to Dealer (or any affiliate designated by Dealer) laws of the Restricted Shares or State of New York without giving effect to the exemption pursuant principles of conflicts of laws thereof. Borrower agrees that any and all disputes arising under this Note are subject to Section 4(a)(1) or Section 4(a)(3) litigation in the courts of the Securities Act for resales State of New York. With regard to any and all disputes arising under this Note, Borrower hereby irrevocably submits to (A) the jurisdiction of the Restricted Shares courts of the State of New York and (B) service of process by Dealer (or any such affiliate mail. Borrower hereby waives all his rights to personal service of Dealer)process. Borrower hereby waives grace, demand and presentment for payment, notice of nonpayment, protest and notice of protest, diligence, filing suit, and if Counterparty fails all other notice requirements. Borrower expressly promises to deliver pay Payee all of its costs of collection of all amounts due hereunder, including reasonable attorneys’ fees. This Note sets forth the Restricted Shares when due entire understanding of the parties with regard to the subject matter hereof and supersedes all prior discussions, negotiations, representations, and agreements of the parties, whether oral or otherwise fails to perform obligations within its control in respect of a Private Placement Settlementwriting, it shall be an Event of Default with respect to Counterparty the entire subject matter hereof. No modification or waiver of any provision hereof will be binding upon any party unless in writing and Section 6 of signed by the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificatesparties hereto, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares this Note may not be freely returned to securities lenders by Dealer changed or terminated orally. The invalidity or unenforceability of any particular provision of this Note shall not affect the other provisions and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the this Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due construed in all respects as set forth in the previous sentence and not be due on the date that would otherwise be applicableif such invalid or unenforceable provisions were omitted.