Common use of Conduct of Business by Target Clause in Contracts

Conduct of Business by Target. Pending the Merger. From the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article X, except as set forth in Section 6.1 of the Target Disclosure Letter, as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course consistent with past practice, shall use its commercially reasonable efforts to preserve intact its business organizations and goodwill, including, keeping available the services of its officers, employees and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with it, subject to the terms of this Agreement, and, by way of amplification and not limitation, shall not (without the prior written consent of Parent, which consent shall not be unreasonably withheld): (a) amend or propose to amend its articles of incorporation or bylaws or other organizational documents; (b) (i) declare, set aside or pay any dividend or other distribution with respect to any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issue, sell, pledge, dispose of or encumber any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), or enter into any amendment of any term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of business); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to any of the foregoing.

Conduct of Business by Target. Pending the Merger. (a) From the date of this Agreement Date until the earlier of to the Effective Time and the dateTime, if any, on which this Agreement is terminated pursuant to Article XTarget shall, except as set forth in Section 6.1 of the Target Disclosure Letteron Schedule 5.1(a), as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course of business consistent with past practice, shall and use its commercially reasonable efforts to preserve substantially intact its current business organizations and goodwillorganization, including, keeping keep available the services of its officers, current officers and employees and consultants and maintaining reasonably satisfactory keep its relationships with vendorscustomers, customers suppliers, licensors, licensees, distributors and others having business relationships dealings with itthem. In addition, subject to and without limiting the terms generality of the foregoing, except for matters set forth in Schedule 5.1(a) or otherwise expressly permitted by this Agreement, andfrom the date of this Agreement to the Effective Time, by way of amplification Target shall not, and not limitation, shall not (permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent, Parent (which consent shall will not be unreasonably withheld, delayed or conditioned): (a) amend or propose to amend its articles of incorporation or bylaws or other organizational documents; (b) (i) declareauthorize, set aside or pay any dividend or other distribution with respect to any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issue, sell, pledgegrant, pledge or otherwise dispose of or encumber any of its equity securities, or any securities (whether through the issuance or granting of optionsrights convertible into its equity securities, warrantsor any rights, rights warrants or otherwiseoptions to purchase or other similar agreements obligating it to issue any such equity securities or such other securities or rights, other than upon the exercise issuances of Target Common Stock pursuant to exercises of (x) any Stock Options outstanding on the date of this Agreement Date and disclosed in accordance with the terms thereof or (y) rights or options granted prior to the date hereof with respect to periods ending on or prior to December 31, 2010 under the Target Disclosure Letter), or enter into any amendment of any term of any outstanding securityESPP in accordance with the terms thereof; (dii) (iA) redeem, purchase or otherwise acquire any of its outstanding equity securities, or any securities or rights convertible into its equity securities or any rights, warrants or options to acquire any equity securities or such other securities or rights, except pursuant to commitments in effect as of the date hereof that are set forth on Schedule 5.1(a)(ii) hereto; (B) except for the declaration and payment of a dividend or distribution by a wholly owned Subsidiary of Target to Target or another wholly owned Subsidiary of Target or as required under its organizational documents as in effect on the date hereof (true, correct and copies of which have been made available to Parent prior to the execution of this Agreement), declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any of its equity securities; or (C) split, combine, subdivide or reclassify any of its equity securities; (iii) incur any indebtedness for borrowed money or assume guarantee any Indebtedness such indebtedness such that the aggregate amount, without duplication, of all indebtedness and guarantees of the Target and its Subsidiaries, taken as a whole, would be more than $2.5 million in excess of the aggregate amount, without duplication, of all such indebtedness and guarantees as of the date of this Agreement, except Indebtedness incurred (x) incurrences where the proceeds thereof are used to fund capital expenditures for projects set forth on Schedule 5.1(a)(ix), provided that the timing of such incurrences shall be consistent (and not greater than) the timing and amount of the capital expenditures for such projects as set forth on Schedule 5.1(a)(ix), (y) incurrences under the Credit Facility for working capital purposes in the ordinary course of business and consistent with past practice practice, and in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by (z) intercompany debt among Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except and its Subsidiaries in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, practice; (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of business); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employeescommitments therefor), except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (iix) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments as required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage Contracts as in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position date of Target; (i) except as set forth in clause (ii), pay, discharge this Agreement or satisfy any material account payable or other material Liability beyond or in advance of its due date or Contracts entered into after the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except hereof in the ordinary course of business consistent with past practice, or (iiy) enter into any contract for advances or agreement capital contributions to Target or wholly-owned Subsidiaries thereof; provided, that limits the aggregate amount, without duplication, of all of such advances and capital contributions (or otherwise restrains commitments therefor) (other than to Target from competing in and wholly-owned Subsidiaries thereof) and all capital contributions (or conducting any line commitments therefor) of business or engaging in business in any significant geographic areaTarget and its Subsidiaries shall not exceed $2.5 million; (v) cause amend, cancel or allow otherwise modify in any material insurance policies (or substantial equivalents thereofrespect, any existing Material Contract as in effect on the date of this Agreement, except as set forth in Schedule 5.1(a)(v) to lapse or terminatehereto; (wvi) pay, discharge, settle discharge or satisfy any lawsuit claims, liabilities or threat obligation (whether absolute, accrued, asserted or unasserted, contingent or otherwise), except (A) as required by Law, or required by an existing Contract as in effect on the date of any lawsuit this Agreement or proceeding or other investigation against Target or relating to its business, properties or assets, other than (iB) in the ordinary course of business consistent with past practice for amounts not in excess of an amount less than $500,000 individually, excluding any amounts which may be paid under existing Insurance Policies as in effect on the date of this Agreement; provided, that the aggregate amount of all of such payments, discharges or satisfactions of any caseclaims, liabilities or obligations by the Target and its Subsidiaries, taken as a whole, shall not to exceed $1,000,000 1 million in the aggregate; (vii) settle, (ii) pursuant to existing contractual obligationspay or discharge any litigation, investigation, arbitration, proceeding or (iii) worker’s compensation claims other claim, except in the ordinary course of businessbusiness consistent with past practice for an amount less than $500,000 individually, excluding any amounts which may be paid under existing Insurance Policies as in effect on the date of this Agreement; provided, that such settlement, payment or discharge by Target and its Subsidiaries, taken as a whole, shall not exceed $1 million in the aggregate; (viii) (A) sell, lease, license, pledge, grant options to purchase or lease, grant rights of first refusal to purchase or lease, or otherwise dispose of or encumber or permit or suffer to exist any Lien on, (x) any Material Lease (y) any Target Owned Real Estate or Target Leased Real Estate having a fair market value in excess of $1 million, or (B) sell, lease or otherwise dispose of any other properties or assets, in one or a series of related transactions, having an aggregate fair market value in excess of $1 million, except (x) pursuant to Contracts in force at the date of this Agreement, (y) dispositions of obsolete, economically obsolete or worthless assets or properties, or (z) dispositions among Target and its wholly-owned Subsidiaries; (ix) make capital expenditures or commitments therefore in excess of $1 million in the aggregate (including, for purposes of such $1 million limitation, without duplication, the aggregate amount of all loans, advances and capital contributions to, or investments in, any other Persons (other than Target and wholly owned Subsidiaries thereof)), except to the extent specified on Schedule 5.1(a)(ix); (x) make any acquisition (including by merger) of the capital stock (except as otherwise expressly permitted by this Agreement) of any one or more Persons (or the assets thereof) (in one transaction or a series of related transactions); (xi) (A) pay or provide for any bonus, change of control, severance, incentive, retention, or other compensation in excess of base salaries for the benefit or welfare of any current or former director, officer, employee or consultant except for payments of bonuses pursuant to the terms of any Target Benefit Plan currently in effect or (B) except as expressly contemplated by this Agreement, (I) adopt, enter into or terminate, or amend or waive any material term of, any other Target Benefit Plan, except (a) immaterial amendments and waivers in the ordinary course of administering the applicable Target Benefit Plan consistent with past practice and (b) for the entry by Target and its Subsidiaries into employment agreements with persons (other than officers) hired to replace persons who have left Target or any of its Subsidiaries since the date hereof providing in each case for annual total compensation at a rate reasonably equivalent to (or less than) that of the person being replaced, in which event the adoption or extension of the benefit of a Target Benefit Plan to the applicable employee shall be permitted provided the same is in the ordinary course consistent with past practice, (II) increase the compensation or benefits of any of its directors, officers, employees or consultants except for salary increases to employees as set forth on Schedule 5.1(a)(xi) which have been approved by Target prior to the date hereof, (III) accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding options or restricted stock awards or (IV) make any material change in the key management structure of Target or its Subsidiaries, including the hiring or termination of officers or directors (or employees in each case with individual annual total compensation of $250,000 or more) of Target or any of its Subsidiaries; provided that Target may hire persons to replace officers or employees with individual annual total compensation of $250,000 or more who leave Target after the date hereof so long as the total annual compensation of such new officer or person is at a rate reasonably equivalent to (or less than) that of the person being replaced; and further provided that Parent shall not unreasonably withhold its consent to any termination proposed by Target. (xii) make, change or revoke any material election concerning Taxes or Tax Returns, or settle any material Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, or file any amended Tax Return, or increase Tax contingency reserves for Tax deficiencies or Tax liens; (xiii) make any changes in any material respect in financial or tax accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by a change in GAAP or applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (yxiv) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreementamend its organizational documents; (zxv) enter adopt a plan or agreement of complete or partial liquidation or dissolution; (xvi) cancel any debt owed to it (other than a debt of a customer of the Target and its Subsidiaries, to the extent such cancellation is in the ordinary course of business and consistent with past practice), or waive any claim or right of substantial value to Target and its Subsidiaries, taken as a whole, except in connection with the settlement of disputes; (xvii) fail to maintain any Insurance Policies in effect as of the date hereof other than (a) as set forth in Schedule 5.1(a)(xvii), or (b) renewals of such Insurance Policies for, or the entry into replacement insurance polices providing, substantially similar levels of coverage; (xviii) write-up or make any loans to any write-down the value of its officersassets, directors except for write-ups or employees write-downs required by GAAP or make any change in its borrowing consistent with past practice; or (xix) authorize, agree or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to take any of the foregoingforegoing actions. (b) [reserved].

Conduct of Business by Target. Pending the Merger. From the date of this Agreement Date until the earlier of to the Effective Time and the dateDate, if any, on which this Agreement is terminated pursuant to Article X, except as set forth unless Purchaser shall otherwise agree in Section 6.1 of the Target Disclosure Letter, writing or as otherwise specifically expressly contemplated or permitted by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course consistent with past practice, shall use its commercially reasonable efforts to preserve intact its business organizations and goodwill, including, keeping available the services of its officers, employees and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with it, subject to the terms other provisions of this Agreement, andincluding but not limited to, by way of amplification and not limitation, shall not (without the prior written consent of Parent, which consent shall not be unreasonably withheld):this Section 4.1: (a) the business of Target shall be conducted only in, and Target shall not take any action except in, the ordinary course, on an arms-length basis and in accordance, in all material respects, with all applicable laws, rules and regulations and with prudent leasing practices; (b) Target shall not, directly or indirectly: (i) amend or propose to amend its articles of incorporation Charter or bylaws or other organizational documentsBylaws; (bii) issue or sell any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, or any bonds or other securities, except pursuant to the exercise of the options set forth on Schedule 3.3 on the date of this Agreement; (iiii) redeem, purchase, acquire or offer to acquire, directly or indirectly, any shares of capital stock of Target or other securities of Target, except pursuant to the agreements, arrangements or commitments identified on Schedule 3.3; (iv) split, combine or reclassify any outstanding shares of capital stock of Target, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon except the exercise regular quarterly cash dividends of Target Stock Options or Target Warrantsnot more than $.05 per share which is, in each casesubject to declaration by its Board of Directors, in accordance with their terms at the time of exercise; (c) issue, sell, pledge, dispose of or encumber any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), or enter into any amendment of any term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of business); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method payable to shareholders of accounting record on or accounting practice about June 15, 1997 and payable on or procedure except for any such change required by GAAP; (n) enter into any agreementabout July 1, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area1997; (v) cause borrow any amount or allow incur or become subject to any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) payliability, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, except borrowings and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims liabilities incurred in the ordinary course of business; (xvi) except as may be required by applicable Law, settle discharge or satisfy any material audit with respect to Taxes lien or file any amended Tax return that would materially alter encumbrance on the Tax obligation properties or assets of Target or its Subsidiariespay any material liability, except in the ordinary course of business; (yvii) take sell, assign, transfer, mortgage, pledge or subject to any action that would result lien or other encumbrance any of its assets with an aggregate market value in excess of $100,000, except (A) in the breach ordinary course of any representation business; (B) liens and warranty of Target hereunder encumbrances for current property taxes not yet due and payable and (except for representations C) liens and warranties made as of a specific date) such that Parent would have encumbrances which do not materially affect the right value of, or interfere with the current use or ability to terminate this Agreementconvey, the property subject thereto or affected thereby; (zviii) cancel any material lease, debt or claims or waive any rights of material value, except in the ordinary course of business or upon payment in full; (ix) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to Target on a consolidated basis, except in exchange for debt previously contracted; (x) other than as set forth on Schedule 3.11 on the date of this Agreement, make any single or group of related capital expenditures or commitments therefor in excess of $100,000 (other than pursuant to binding commitments existing on the date hereof and other than expenditures necessary to maintain assets in good repair) or enter into any lease or group of leases as lessee with the same party which involves aggregate lease payments payable of more than $100,000 for any individual lease or involves more than $100,000 for any group of leases with the same party in the aggregate; (xi) other than as set forth on Schedule 3.11 on the date of this Agreement, commit to enter into any Lease or contemporaneously enter into a group of lease schedules with the same party or enter into any Lease or contemporaneously enter into a group of lease schedules with the same party which involves aggregate Monthly Lease Charges (as defined in such Lease or lease schedules) payable during the term of the Lease of more than $10,000,000 without prior consultation with Purchaser's Chief Financial Officer; (xii) enter into or make propose to enter into, or modify or propose to modify, any loans to any of its officersagreement, directors arrangement, or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit understanding with respect to any of the foregoing.matters set forth in this Section 4.1(b) except in the ordinary course of business; (xiii) without prior consultation with Purchaser, purchase or otherwise acquire any investments, direct or indirect, in any derivative securities other than occasional overnight investments of excess cash; or

Conduct of Business by Target. Pending the Merger. From the Agreement Date date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article XTime, except as Parent otherwise agrees in writing, as set forth in Section 6.1 of the Target Disclosure Letter, or as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course consistent with past practice, practice and shall use its all commercially reasonable efforts to preserve intact its business organizations and goodwill, including, keeping relationships with third parties and to keep available the services of its officers, employees present officers and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with itkey employees, subject to the terms of this Agreement. Except as otherwise provided in this Agreement, andand without limiting the generality of the foregoing, by way of amplification and not limitationfrom the date hereof until the Effective Time, shall not (without the prior Parent’s written consent of Parent, (which consent shall not be unreasonably withheld): (a) amend Target shall not adopt or propose any change to amend its articles certificate of incorporation or bylaws (or other similar organizational documents); (b) Target shall not, and shall not permit any of its Subsidiaries to, (i) declare, set aside or pay any dividend or other distribution with respect to any shares of its capital stock, stock of Target or (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, or other ownership interests in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issueExcept as set forth in Section 6.1(c) of the Target Disclosure Letter, Target shall not, and shall not permit any of its Subsidiaries to, merge or consolidate with any other Person or acquire assets of any other Person for aggregate consideration in excess of $1,000,000, or enter a new line of business or commence business operations in any country in which Target is not operating as of the date hereof; (d) Except as set forth in Section 6.1(d) of the Target Disclosure Letter, Target shall not, and shall not permit any of its Subsidiaries to, sell, pledgelease, license or otherwise surrender, relinquish or dispose of any assets or encumber properties with an aggregate fair market value exceeding $1,000,000 (other than sales of Hydrocarbons in the ordinary course of business); (e) Target shall not settle any material Audit, make or change any material Tax election or file any material amended Tax Return except as set forth in Section 4.9 of the Target Disclosure Letter; (f) Except as set forth in Section 6.1(f) of the Target Disclosure Letter, Target shall not, and shall not permit any of its Subsidiaries to, issue any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date otherwise and except pursuant to existing obligations disclosed in the Target SEC Reports filed and publicly available prior to the date hereof or the Target Disclosure Letter), or enter into any amendment of any term of any outstanding security; (d) (i) security of Target or of any of its Subsidiaries, incur or assume any Indebtedness indebtedness except Indebtedness incurred trade debt in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate debt pursuant to existing credit facilities or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by arrangements, fail to make any required contribution to any Target Benefit Plan, increase compensation, bonus or other benefits payable to Parent (the “Target Budget”except for payments pursuant to 401(k) plans), (ii) or modify the terms of or amend any Indebtedness, (iii) assume, guarantee, endorse employment agreements or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (iv) make any loans, advances or capital contributions to, or investments inseverance agreements with, any other Person (executive officer or former employee or enter into any settlement or consent with respect to any pending litigation other than short-term investments of cash settlements in the ordinary course of business); provided, however, that Target may settle all lawsuits (excluding lawsuits initiated by a Governmental Authority) arising out of or related to Target’s reserve revisions or restatement of its financial statements in 2005 so long as (i) the settlement settles all claims possibly arising therefrom and Target and its officers, directors and affiliates are released from all claims arising out of or related to such matters and (ii) other than the $1 million deductible the settlement and all costs associated therewith are paid with funds from Target’s directors and officers insurance policies; notwithstanding anything contained in this Agreement, Target shall be required to obtain Parent’s consent (not to be unreasonably withheld) prior to obtaining the financing necessary to exercise any rights set forth in Section 6.1(c) of the Target Disclosure Letter; (eg) subject Target shall not, and shall not permit any assets of its Subsidiaries to, incur, create change any method of accounting or assume, any Lien other than a Permitted Lien accounting practice by Target or any Liability of its Subsidiaries except for any such change required by GAAP; (h) Target shall not, and shall not permit any of its Subsidiaries to, take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a “plant closing” or “mass layoff” (each as a guarantor defined in the WARN Act) without in good faith attempting to comply with the WARN Act; (i) Target shall not amend or surety otherwise change the terms of the Target Engagement Letters, except to the extent that any such amendment or change would result in terms more favorable to Target; (j) Except for expenditures set forth in Section 6.1(j) of the Target Disclosure Letter, neither Target nor any of its Subsidiaries shall become bound or obligated to participate in any operation, or consent to participate in any operation, with respect to any Oil and Gas Interests that will, in the aggregate, cost in excess of $1,000,000 over the total amount budgeted in the Target’s 2006 capital budget previously delivered to Parent (the “Aggregate Cost Overrun”), and except for utilization of the Aggregate Cost Overrun, neither Target nor any of its Subsidiaries shall, with respect to any of the individual projects set forth in Section 6.1(j) of the Target Disclosure Letter, become bound to or expend funds in excess of the amount budgeted for such project as set forth in Section 6.1(j) of the Target Disclosure Letter; (k) Target and its Subsidiaries shall timely meet their royalty payment obligations in connection with their respective oil and gas leases. (l) Target shall not, and shall not permit any of its Subsidiaries to, (i) enter into any Person futures, hedge, swap, collar, put, call, floor, cap, option or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including Hydrocarbons or securities, other than in the ordinary course of business consistent in accordance with past practiceTarget’s current policies or (ii) enter into any fixed price commodity sales agreements with a duration of more than three months; (fm) Except as set forth in Section 6.1(m) of the Target Disclosure Letter, Target shall not, and shall not permit any of its Subsidiaries to, (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by TargetTarget or any Subsidiary, or amendments required by Law law to preserve the qualified status of a Target Benefit Plan or otherwise to comply with ERISA, the Code or other applicable Lawlaw) or assume an obligation to contribute to, to any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person (including contracts with management of Target or any Subsidiary that might require that payments be made upon consummation of the Transactions) or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable thereunder or benefits provided thereunder, (iiiii) engage in any transaction (either acting alone or in conjunction with any Target Benefit Plan or trust created thereunder) in connection with which Target or any Subsidiary could be subject subjected (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iviii) terminate any of the Target Benefit PlansPlan, or take any other action with respect to a any Target Benefit Plan Plan, that could result in Liability the liability of Target or any Subsidiary to any Personperson, (viv) take any action that could adversely affect a the qualification of any Target Benefit Plan’s Plan or its compliance with the applicable requirements of ERISA, (viv) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit PlansPlan, any agreement relating thereto or applicable Lawlaw, such party Target or any Subsidiary is required to pay as contributions thereto, thereto or (viivi) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into Target shall not, and shall not permit any agreementof its Subsidiaries to, understanding (i) approve an increase in salary for any Target Employees or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or (ii) terminate any affiliate of the Surviving Entity after the Effective Time, Target Employee entitled to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g)severance payment upon such termination; (o) enter into Target shall not, and shall not permit any joint ventureof its Subsidiaries to, partnership organize or other similar arrangement or materially amend or modify the terms of (or waive acquire any material rights under) any existing joint venture, partnership or other similar arrangementPerson that could become a Subsidiary; (p) Target shall not, and shall not permit any of its Subsidiaries to, enter into any commitment or agreement to license or transaction purchase seismic data that would be required to be disclosed will cost in the Target Disclosure Letter excess of $1,000,000, other than pursuant to Section 4.21 regarding affiliate transactions if such agreement agreements or transaction had been entered into prior to commitments existing on the Agreement Datedate hereof; (q) grantTarget shall not amend, modify or changewaive any provision of the Rights Agreement between Target and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of October 15, 1998, as amended (the “Target Rights Agreement”) or take any severance action to redeem the rights issued thereunder (the “Target Rights”) or termination pay, render the Target Rights inapplicable to any transaction other than with respect the Merger unless, and only to employment agreements entered into with new employees in the ordinary course extent that, Target is required to do so by order of business consistent with past practicea court of competent jurisdiction; (r) engage in Target shall not grant approval for purposes of Section 203 of the DGCL of any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any acquisition of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404Target Common Shares; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) Target shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization;; and (ut) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any caseshall not, and shall not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to permit any of its officersSubsidiaries to, directors agree or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to do any of the foregoing.

Conduct of Business by Target. Pending the Merger. From Target covenants and agrees that, between the date of this Agreement Date until the earlier of and the Effective Time Time, unless Parent shall otherwise agree in writing, the business of Target shall be conducted only in, and the dateTarget shall not take any action except in, if any, on which this Agreement is terminated pursuant to Article X, except as set forth in Section 6.1 of the Target Disclosure Letter, as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, ; and Target shall use its commercially reasonable best efforts to preserve substantially intact its the business organizations and goodwillorganization of Target, including, keeping to keep available the services of its the present officers, employees and consultants of Target and maintaining reasonably satisfactory to preserve the present relationships of Target with vendorscustomers, customers suppliers and others having other persons with which Target has significant business relationships with it, subject to the terms of this Agreement, and, by relations. By way of amplification and not limitation, except as contemplated by this Agreement, Target shall not (not, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld):: (a) amend or propose to amend otherwise change its articles Articles of incorporation Incorporation or bylaws Bylaws or other equivalent organizational documents; (b) (i) declare, set aside or pay any dividend or other distribution with respect to any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge, disposition or encumbrance of (1) any shares of capital stock of any class, or encumber any securities (whether through the issuance or granting of options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or otherwiseany other ownership interest, of Target or (2) any assets of Target or any other material assets of Target other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), or enter into any amendment of any term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and practices; (c) declare, set aside, make or pay any dividend or other distribution, payable in no event exceeding $1,500,000 in the aggregate cash, stock, property or as otherwise, with respect to any of its capital stock; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise set out in the document titled “5-Year URZ Operating Summary” provided acquire, directly or indirectly, any of its capital stock; (1) acquire (by Target to Parent merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof; (the “Target Budget”), (ii2) modify the terms of incur any Indebtedness, (iii) indebtedness for borrowed money or issue any debt securities or assume, guarantee, guaranty or endorse or otherwise as an accommodation, become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Personperson, or make any loans or advances, except in the ordinary course of business and consistent with past practice and practice; (3) authorize any single capital expenditure which is in no event exceeding excess of $200,000 5,000 or capital expenditures which are, in the aggregate aggregate, in excess of $10,000 for Target; or as otherwise (4) enter into or amend any contract, agreement, commitment or arrangement to any of the effects set out forth in the Target Budget, this subparagraph (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of businesse); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries salary or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by TargetTarget in accordance with past practices, or amendments required by Law grant any severance or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute termination pay to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment or severance agreement with, any director or officer of Target, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or similar contract with any Person other plan, agreement, trust, fund, policy or amend any such existing contracts to increase or accelerate arrangement for the payment or provision benefit of any amounts payable directors, officers or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Planemployees; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in take any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, action other than in the ordinary course of businessbusiness and in a manner consistent with past practice with respect to accounting policies or procedures (including, as contemplated in current mine plans or as otherwise previously disclosed without limitation, procedures with respect to Parentthe payments of accounts payable and collection of accounts receivable); (kh) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax federal, state, local or foreign income tax liability, except where such action would not have a material effect on the Tax position of Target;; or (i) except as set forth in clause (ii), pay, discharge discharge, compromise or consent to any arrangements concerning or satisfy any material account payable claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other material Liability beyond than the payment, discharge, compromise, settlement, arrangement or in advance of its due date or the date when such account payable or Liability would have been paid satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 reserved against in the aggregate for all claims; (m) make any change in any method financial statements of accounting Target or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees incurred in the ordinary course of business and consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to any of the foregoing.

Conduct of Business by Target. Pending the Merger. From Target covenants and agrees that, between the date of this Agreement Date until the earlier of and the Effective Time Time, unless Parent shall otherwise agree in writing, the business of Target shall be conducted only in, and the dateTarget shall not take any action except in, if any, on which this Agreement is terminated pursuant to Article X, except as set forth in Section 6.1 of the Target Disclosure Letter, as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, ; and Target shall use its commercially reasonable best efforts to preserve substantially intact its the business organizations and goodwillorganization of Target, including, keeping to keep available the services of its the present officers, employees and consultants of Target and maintaining reasonably satisfactory to preserve the present relationships of Target with vendorscustomers, customers suppliers and others having other persons with which Target has significant business relationships with it, subject to the terms of this Agreement, and, by relations. By way of amplification and not limitation, except as contemplated by this Agreement, Target shall not (not, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld):: (a) amend or propose to amend otherwise change its articles Certificate of incorporation Incorporation or bylaws Bylaws or other equivalent organizational documents; (b) (i) declare, set aside or pay any dividend or other distribution with respect to any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge, disposition or encumbrance of (i) any shares of capital stock of any class, or encumber any securities (whether through the issuance or granting of options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or otherwiseany other ownership interest, of Target or (ii) any assets of Target or any other material assets of Target other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), or enter into any amendment of any term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and practices; (c) declare, set aside, make or pay any dividend or other distribution, payable in no event exceeding $1,500,000 in the aggregate cash, stock, property or as otherwise, with respect to any of its capital stock; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise set out in the document titled “5-Year URZ Operating Summary” provided acquire, directly or indirectly, any of its capital stock; (i) acquire (by Target to Parent (the “Target Budget”)merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof; (ii) modify the terms of incur any Indebtedness, (iii) indebtedness for borrowed money or issue any debt securities or assume, guarantee, guaranty or endorse or otherwise as an accommodation become liable or responsible (whether directlyfor, contingently or otherwise) for the obligations of any other Personperson, or make any loans or advances, except in the ordinary course of business and consistent with past practice and practice; (iii) authorize any single capital expenditure which is in no event exceeding excess of $200,000 5,000 or capital expenditures which are, in the aggregate aggregate, in excess of $10,000 for Target; or as otherwise set out in the Target Budget, (iv) make enter into or amend any loanscontract, advances agreement, commitment or capital contributions to, or investments in, arrangement to any other Person of the effects set forth in this subparagraph (other than short-term investments of cash in the ordinary course of businesse); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries salary or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by TargetTarget in accordance with past practices, or amendments required by Law grant any severance or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute termination pay to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment or severance agreement with, any director or officer of Target, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or similar contract with any Person other plan, agreement, trust, fund, policy or amend any such existing contracts to increase or accelerate arrangement for the payment or provision benefit of any amounts payable directors, officers or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Planemployees; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in take any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, action other than in the ordinary course of businessbusiness and in a manner consistent with past practice with respect to accounting policies or procedures (including, as contemplated in current mine plans or as otherwise previously disclosed without limitation, procedures with respect to Parentthe payments of accounts payable and collection of accounts receivable); (kh) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax federal, state, local or foreign income tax liability, except where such action would not have a material effect on the Tax position of Target;; or (i) except as set forth in clause (ii), pay, discharge discharge, compromise or consent to any arrangements concerning or satisfy any material account payable claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other material Liability beyond than the payment, discharge, compromise, settlement, arrangement or in advance of its due date or the date when such account payable or Liability would have been paid satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 reserved against in the aggregate for all claims; (m) make any change in any method financial statements of accounting Target or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees incurred in the ordinary course of business and consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to any of the foregoing.

Conduct of Business by Target. Pending During the Merger. From period from the date ----------------------------- of this Agreement Date and continuing until the earlier of the Effective Time and or the date, if any, on which this Agreement is earlier terminated pursuant to Article XSection ------- 7.1 (the "Termination Date"), and except as set forth may be agreed to by the other --- parties hereto in Section 6.1 of the Target Disclosure Letter, writing or as otherwise specifically contemplated by may be expressly permitted pursuant to this Agreement, or as required by applicable LawTarget: (i) shall, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its operations according to ordinary and usual course of business in all material respects in substantially the ordinary course consistent with past practice, same manner as heretofore conducted; (ii) shall use its commercially reasonable efforts to preserve preserve, intact its business organizations and goodwill, including, keeping keep available the services of its officersofficers and employees as a group, employees subject to changes in the ordinary course, and consultants and maintaining reasonably maintain satisfactory relationships with vendorssuppliers, distributors, customers and others having business relationships with it, subject to the terms of this Agreement, and, by way of amplification and not limitation, shall not (without the prior written consent of Parent, which consent shall not be unreasonably withheld): (a) amend or propose to amend its articles of incorporation or bylaws or other organizational documentsthem; (biii) shall confer at such times as Acquiror may reasonably request with one or more representatives of Acquiror to report operational matters and the status of ongoing operations; (iiv) declareshall notify Acquiror of any emergency or other change in the normal course of any of Target's respective businesses or in the operation of Target's respective properties and of any complaints, set aside investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority if such emergency, change, complaint, investigation or hearing would have a Material Adverse Effect on Target; (v) shall not authorize or pay any dividend dividends on or other make any distribution with respect to any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exerciseShares; (cvi) issue, sell, pledge, dispose of or encumber any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), or shall not enter into any amendment of any term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of business); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract agreements or arrangements with any Person its respective directors or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, executive officers; (vii) fail shall not, except as otherwise permitted hereunder, authorize, propose or announce an intention to fileauthorize or propose, on a timely basis, all reports and forms required by federal regulations or enter into an agreement with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits underto, any Target Benefit Plan; merger, consolidation or business combination (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(hthe Merger); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operationor, other than in the ordinary course of business, as contemplated in current mine plans any acquisition of any assets or as otherwise previously disclosed securities, any disposition of any amount of assets or securities or any release or relinquishment of any contract rights. (viii) shall not propose or adopt any amendments to Parentits Articles of Incorporation, Bylaws or the Rights Agreement; (kix) make shall not issue any Shares, or effect any stock split or otherwise change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect its capitalization as it existed on the Tax position of Targetdate hereof, other than as specifically permitted by this Agreement; (ix) shall not, except as set forth in clause specifically permitted by this Agreement, grant, confer or award (ii)A) any options, paywarrants, discharge or satisfy any material account payable conversion rights or other material Liability beyond or in advance of its due date or rights, not existing on the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice hereof, to acquire any Shares or (iiB) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where awards under the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claimsTarget Stock Option Plans; (mxi) make shall not purchase or redeem any change in any method of accounting or accounting practice or procedure except for any such change required by GAAPShares; (nxii) shall not materially amend the terms of its respective employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date hereof, or adopt any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements except as contemplated by this Section 5.1 or Section ----------- ------- 5.4; --- (xiii) shall not enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability material loan agreement except for letters of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims credit in the ordinary course of business; (xxiv) except as may be required by applicable Law, shall not make any Tax election or settle or compromise any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiariesliability; (yxv) shall not agree, in writing or otherwise, to take any of the foregoing actions or take any action that which would result in the breach of make any representation and or warranty of Target hereunder in Article IV hereof untrue or incorrect; ---------- (except for representations and warranties made as of a specific datexvi) such that Parent would have the right to terminate this Agreementshall not grant, confer or award any monetary or non-monetary bonus; (zxvii) enter into shall not settle, compromise or make otherwise terminate any loans material litigation, claim or other settlement negotiation; and (xviii) shall not fail to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to any of maintain insurance under the foregoingsame terms and conditions as it currently maintains.

Conduct of Business by Target. Pending the Merger. From the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article X, except as set forth in Section 6.1 of the Target Disclosure Letter, Letter or as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by including costs related to the rules or requirements of the TSXTransactions, Target agrees that it shall conduct its business in all material respects and the business of its Subsidiaries in the ordinary course consistent with past practice, shall use its commercially reasonable efforts to preserve intact its business organizations and goodwill, including, keeping available the services of its officers, employees and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with itthird parties, subject to the terms of this Agreement, and, by way of amplification and not limitation, shall not, and shall cause its Subsidiaries not to (without the prior written consent of Parent, which consent shall not be unreasonably withheld): (a) amend adopt or propose any change to amend its articles of incorporation or bylaws or other organizational documents; (b) (i) declare, set aside or pay any dividend or other distribution with respect to any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, securities or (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issue, sell, pledge, dispose of or encumber issue any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), or enter into any amendment of any term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 25,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”)aggregate, (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other PersonPerson (other than a wholly owned Subsidiary of Target), except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 25,000 in the aggregate or as otherwise set out in the Target Budgetaggregate, (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than to wholly owned Subsidiaries of Target, or by such Subsidiaries to Target and other than short-term investments of cash in the ordinary course of business); (e) subject any assets to, incur, create or assume, to any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practiceLien; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target or any of its Subsidiaries who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by TargetTarget or any relevant Subsidiary, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target or any of its Subsidiaries could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, or (viivi) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit PlanPlans; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000or enter a new line of business or commence business operations in any country in which it is not operating as of the Agreement Date; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,00025,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (kj) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of TargetTarget and its Subsidiaries taken as a whole; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 25,000 in the aggregate for all claims; (ml) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (nm) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (on) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangementarrangement (other than (i) any such action between Target and its wholly owned Subsidiaries and (ii) the Joint Venture); (o) terminate or modify any Material Contract to which it is a party or waive or assign any of its rights or claims under any such contract or enter into any new Material Contract; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 4.20 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization;; or (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aar) agree to or commit to do any of the foregoing.

Conduct of Business by Target. Pending the Merger. From the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article X, except Except as set forth in Section 6.1 4.01(a) of the Target Disclosure LetterSchedule, as otherwise specifically contemplated by this Agreement, Agreement or as required consented to in writing by applicable LawParent, by such consent not to be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earliest of (A) such time as nominees of Parent shall comprise a Governmental Authority of competent jurisdiction or by the rules or requirements majority of the TSXmembers of Target's Board of Directors, (B) the termination of this Agreement in accordance with Article VII or (C) the Effective Time, Target agrees that it shall, and shall conduct cause its business in all material respects subsidiaries to, carry on their respective businesses only in the ordinary course consistent with past practicepractice and in compliance in all material respects with all applicable laws and regulations and, shall to the extent consistent therewith, use its commercially all reasonable efforts to preserve intact its their current business organizations and goodwillorganizations, including, keeping use reasonable efforts to keep available the services of its officers, their current officers and other key employees and consultants and maintaining reasonably satisfactory preserve their relationships with vendors, customers and others those persons having business relationships dealings with it, them. Without limiting the generality of the foregoing (but subject to the terms above exceptions), during the period from the date of this AgreementAgreement to the earliest of (A) such time as nominees of Parent shall comprise a majority of the members of Target's Board of Directors, and(B) the termination of this Agreement in accordance with Article VII or (C) the Effective Time, by way of amplification Target shall not, and not limitation, shall not permit any of its subsidiaries to: (without i) other than dividends and distributions (including liquidating distributions) by a direct or indirect wholly owned subsidiary of Target to its parent, and except for regular dividends of not more than $0.135 per share payable each calendar quarter to Target's stockholders (provided that no such dividend shall be declared after the prior written consent date of Parent, which consent this Agreement unless the purchase of shares pursuant to the Offer shall not be unreasonably withheld): have been consummated by August 15, 2001), (a) amend or propose to amend its articles of incorporation or bylaws or other organizational documents; (b) (ix) declare, set aside or pay any dividend dividends on, or make any other distribution with distributions (whether in cash, stock, property or otherwise) in respect to of, any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iiiy) split, combine or reclassify any shares of its capital stock or (iv) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Target’s its capital stock, except for issuances or (z) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of Target or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (ii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien (w) any shares of its capital stock, (x) any other voting securities, (y) any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or (z) any "phantom" stock or stock rights, SARs or stock-based performance units other than the issuance of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issue, sell, pledge, dispose of or encumber any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on as of the Agreement Date and disclosed date hereof in accordance with their present terms; (iii) amend its articles of organization, by-laws or other comparable organizational documents; (iv) acquire, license or agree to acquire or license (A) by merging or consolidating with, or by purchasing or licensing assets of, or by any other manner, any business, division or person or any interest therein or (B) any assets other than immaterial assets or assets acquired in the Target Disclosure Letterordinary course of Target's business operations consistent with past practice; (v) sell, lease, license out, sell and leaseback, mortgage or otherwise encumber or subject to any Lien (other than any Lien imposed by law, such as a carriers', warehousemen's or mechanics' Lien) or otherwise dispose of any of its properties or assets (including securitizations), other than sales or licenses out of finished goods or services in the ordinary course of business consistent with past practice; (vi) repurchase, prepay or incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Target or any of its subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any amendment arrangement having the economic effect of any of the foregoing, except for short-term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness borrowings incurred in the ordinary course of business and for working capital purposes (or to refund existing or maturing indebtedness) consistent with past practice not to exceed $300,000,000, at any time outstanding and in no event exceeding $1,500,000 in the aggregate except for intercompany indebtedness between Target and any of its subsidiaries or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent between such subsidiaries; (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (ivvii) make any loans, advances or capital contributions to, or investments in, any other Person (person, other than short-term investments (A) Target or any direct or indirect wholly owned subsidiary of cash Target or (B) Classwell Learning Group Inc., pursuant to existing obligations in written agreements of which Parent's legal and financial advisors have been provided copies (or given access) in connection with the ordinary course of business)transactions contemplated by this Agreement; (eviii) subject make or agree to make any assets tonew capital expenditures, incur, create or assume, any Lien other than a Permitted Lien capital expenditures relating to book plate assets, or enter into any Liability as a guarantor agreements providing for payments which, individually, are in excess of $1,000,000 or, in the aggregate, are in excess of $25,000,000; (A) pay, discharge, settle or surety with respect satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the obligations date of any Person this Agreement) other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practicepractice or in accordance with their terms, of liabilities recognized or disclosed in the most recent consolidated financial statements (or the notes thereto) of Target included in the Target Filed SEC Documents or incurred since the date of such financial statements, or (B) subject to Section 4.02, waive the benefits of, agree to modify in any manner, terminate, release any person from or fail to enforce any confidentiality, standstill or similar agreement to which Target or any of its subsidiaries is a party or of which Target or any of its subsidiaries is a beneficiary; (fx) (i) increase the compensation payable or except as required in order to become payable or the benefits provided to its directors, officers or employees, comply with law and except for increases labor agreements negotiated in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Targetcourse, (iix) adoptestablish, amend (other than amendments that reduce the amounts payable by Targetenter into, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person adopt or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Personor Target Benefit Agreement, (vy) take change any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail actuarial or other assumption used to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations calculate funding obligations with respect to any Target Benefit Plans Pension Plan, or change the manner in which contributions to any Target Pension Plan are made or the basis on which such contributions are determined or (viiiz) adopt take any action to accelerate any rights or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminatebenefits, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except determinations not in the ordinary course of business consistent with past practice, under any collective bargaining agreement, Target Benefit Plan or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Benefit Agreement; (z) enter into or make any loans to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to any of the foregoing.

Conduct of Business by Target. Pending the Merger. From Target covenants and agrees that, between the date of this Agreement Date until the earlier of and the Effective Time Time, unless Parent shall otherwise agree in writing, the business of Target shall be conducted only in, and the dateTarget shall not take any action except in, if any, on which this Agreement is terminated pursuant to Article X, except as set forth in Section 6.1 of the Target Disclosure Letter, as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, ; and Target shall use its commercially reasonable best efforts to preserve substantially intact its the business organizations and goodwillorganization of Target, including, keeping to keep available the services of its the present officers, employees and consultants of Target and maintaining reasonably satisfactory to preserve the present relationships of Target with vendorscustomers, customers suppliers and others having other persons with which Target has significant business relationships with it, subject to the terms of this Agreement, and, by relations. By way of amplification and not limitation, except as contemplated by this Agreement, Target shall not (not, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld):: (a) amend or propose to amend otherwise change its articles of incorporation or bylaws or other organizational documents; (b) (i) declare, set aside or pay any dividend or other distribution with respect to any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge, disposition or encumbrance of (1) any equity interests of any class or encumber any securities (whether through the issuance or granting of options, warrants, convertible securities or other rights of any kind to acquire any other ownership interest of Target or otherwise, (2) any assets of Target or any other material assets of Target other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), or enter into any amendment of any term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate practices; (c) declare, set aside, make or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms pay any dividend or other distribution of any Indebtednesskind, with respect to any ofi ts equity interests; (iiid) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly,any of its equity interests; (1) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof; (2) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee, guaranty or endorse or otherwise as an accommodation, become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Personperson, or make any loans or advances, except in the ordinary course of business and consistent with past practice and practice; (3) authorize any single capital expenditure which is in no event exceeding excess of $200,000 5,000 or capital expenditures which are, in the aggregate aggregate, in excess of $10,000 for Target; or as otherwise (4) enter into or amend any contract, agreement, commitment or arrangement to any of the effects set out forth in the Target Budget, this subparagraph (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of businesse); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries salary or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by TargetTarget in accordance with past practices, or amendments required by Law grant any severance or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute termination pay to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment or severance agreement with, any director or officer of Target, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or similar contract with any Person other plan, agreement, trust, fund, policy or amend any such existing contracts to increase or accelerate arrangement for the payment or provision benefit of any amounts payable directors, officers or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Planemployees; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in take any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, action other than in the ordinary course of businessbusiness and in a manner consistent with past practice with respect to accounting policies or procedures (including, as contemplated in current mine plans or as otherwise previously disclosed without limitation, procedures with respect to Parentthe payments of accounts payable and collection of accounts receivable); (kh) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax federal, state, local or foreign income tax liability, except where such action would not have a material effect on the Tax position of Target;; or (i) except as set forth in clause (ii), pay, discharge discharge, compromise or consent to any arrangements concerning or satisfy any material account payable claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other material Liability beyond than the payment, discharge, compromise, settlement, arrangement or in advance of its due date or the date when such account payable or Liability would have been paid satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 reserved against in the aggregate for all claims; (m) make any change in any method financial statements of accounting Target or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees incurred in the ordinary course of business and consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to any of the foregoing.

Conduct of Business by Target. Pending the Merger. From the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article X, except Except as set forth in Section 6.1 4.01(a) of the Target Disclosure LetterSchedule, as otherwise specifically contemplated by this Agreement, Agreement or as required consented to in writing by applicable LawParent, by such consent not to be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earliest of (A) such time as nominees of Parent shall comprise a Governmental Authority of competent jurisdiction or by the rules or requirements majority of the TSXmembers of Target's Board of Directors, (B) the termination of this Agreement in accordance with Article VII or (C) the Effective Time, Target agrees that it shall, and shall conduct cause its business in all material respects subsidiaries to, carry on their respective businesses only in the ordinary course consistent with past practicepractice and in compliance in all material respects with all applicable laws and regulations and, shall to the extent consistent therewith, use its commercially all reasonable efforts to preserve intact its their current business organizations and goodwillorganizations, including, keeping use reasonable efforts to keep available the services of its officers, their current officers and other key employees and consultants and maintaining reasonably satisfactory preserve their relationships with vendors, customers and others those persons having business relationships dealings with it, them. Without limiting the generality of the foregoing (but subject to the terms above exceptions), during the period from the date of this AgreementAgreement to the earliest of (A) such time as nominees of Parent shall comprise a majority of the members of Target's Board of Directors, and(B) the termination of this Agreement in accordance with Article VII or (C) the Effective Time, by way of amplification Target shall not, and not limitation, shall not permit any of its subsidiaries to: (without i) other than dividends and distributions (including liquidating distributions) by a direct or indirect wholly owned subsidiary of Target to its parent, and except for regular dividends of not more than $0.135 per share payable each calendar quarter to Target's stockholders (PROVIDED that no such dividend shall be declared after the prior written consent date of Parent, which consent this Agreement unless the purchase of shares pursuant to the Offer shall not be unreasonably withheld): have been consummated by August 15, 2001), (a) amend or propose to amend its articles of incorporation or bylaws or other organizational documents; (b) (ix) declare, set aside or pay any dividend dividends on, or make any other distribution with distributions (whether in cash, stock, property or otherwise) in respect to of, any shares of its capital stock, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iiiy) split, combine or reclassify any shares of its capital stock or (iv) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Target’s its capital stock, except for issuances or (z) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of Target or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (ii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien (w) any shares of its capital stock, (x) any other voting securities, (y) any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or (z) any "phantom" stock or stock rights, SARs or stock-based performance units other than the issuance of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issue, sell, pledge, dispose of or encumber any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on as of the Agreement Date and disclosed date hereof in accordance with their present terms; (iii) amend its articles of organization, by-laws or other comparable organizational documents; (iv) acquire, license or agree to acquire or license (A) by merging or consolidating with, or by purchasing or licensing assets of, or by any other manner, any business, division or person or any interest therein or (B) any assets other than immaterial assets or assets acquired in the Target Disclosure Letterordinary course of Target's business operations consistent with past practice; (v) sell, lease, license out, sell and leaseback, mortgage or otherwise encumber or subject to any Lien (other than any Lien imposed by law, such as a carriers', warehousemen's or mechanics' Lien) or otherwise dispose of any of its properties or assets (including securitizations), other than sales or licenses out of finished goods or services in the ordinary course of business consistent with past practice; (vi) repurchase, prepay or incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Target or any of its subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any amendment arrangement having the economic effect of any of the foregoing, except for short-term of any outstanding security; (d) (i) incur or assume any Indebtedness except Indebtedness borrowings incurred in the ordinary course of business and for working capital purposes (or to refund existing or maturing indebtedness) consistent with past practice not to exceed $300,000,000, at any time outstanding and in no event exceeding $1,500,000 in the aggregate except for intercompany indebtedness between Target and any of its subsidiaries or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent between such subsidiaries; (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (ivvii) make any loans, advances or capital contributions to, or investments in, any other Person (person, other than short-term investments (A) Target or any direct or indirect wholly owned subsidiary of cash Target or (B) Classwell Learning Group Inc., pursuant to existing obligations in written agreements of which Parent's legal and financial advisors have been provided copies (or given access) in connection with the ordinary course of business)transactions contemplated by this Agreement; (eviii) subject make or agree to make any assets tonew capital expenditures, incur, create or assume, any Lien other than a Permitted Lien capital expenditures relating to book plate assets, or enter into any Liability as a guarantor agreements providing for payments which, individually, are in excess of $1,000,000 or, in the aggregate, are in excess of $25,000,000; (A) pay, discharge, settle or surety with respect satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the obligations date of any Person this Agreement) other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practicepractice or in accordance with their terms, of liabilities recognized or disclosed in the most recent consolidated financial statements (or the notes thereto) of Target included in the Target Filed SEC Documents or incurred since the date of such financial statements, or (B) subject to Section 4.02, waive the benefits of, agree to modify in any manner, terminate, release any person from or fail to enforce any confidentiality, standstill or similar agreement to which Target or any of its subsidiaries is a party or of which Target or any of its subsidiaries is a beneficiary; (fx) (i) increase the compensation payable or except as required in order to become payable or the benefits provided to its directors, officers or employees, comply with law and except for increases labor agreements negotiated in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Targetcourse, (iix) adoptestablish, amend (other than amendments that reduce the amounts payable by Targetenter into, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person adopt or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Personor Target Benefit Agreement, (vy) take change any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail actuarial or other assumption used to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations calculate funding obligations with respect to any Target Benefit Plans Pension Plan, or change the manner in which contributions to any Target Pension Plan are made or the basis on which such contributions are determined or (viiiz) adopt take any action to accelerate any rights or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminatebenefits, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except determinations not in the ordinary course of business consistent with past practice, under any collective bargaining agreement, Target Benefit Plan or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Benefit Agreement; (z) enter into or make any loans to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to any of the foregoing.

Conduct of Business by Target. Pending During the Merger. From period from the date of ----------------------------- this Agreement Date and continuing until the earlier of the Effective Time and the date, if any, on which termination of this Agreement is terminated pursuant to Article Xits terms or the Effective Time, Target and each of its subsidiaries shall, except as set forth to the extent that Parent shall otherwise consent in Section 6.1 of the Target Disclosure Letterwriting, as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects in the ordinary course consistent with past practiceall applicable laws and regulations, shall pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organizations and goodwillorganization, including, keeping (ii) keep available the services of its officers, present officers and employees and consultants and maintaining reasonably satisfactory (iii) preserve its relationships with vendorscustomers, customers suppliers, licensors, licensees, and others having with which it has business relationships with itdealings. In addition, subject to except as permitted by the terms of this Agreement, and, by way of amplification and not limitation, shall not (without the prior written consent of Parent, which consent during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Target shall not be unreasonably withheld):do any of the following and shall not permit its subsidiaries or any Joint Venture to do any of the following: (a) Waive any stock repurchase rights, accelerate, amend or propose to amend its articles change the period of incorporation exercisability of options or bylaws restricted stock, or reprice options granted under any employee, consultant, director or other organizational documentsstock plans or authorize cash payments in exchange for any options granted under any of such plans, or permit the payment of the exercise price of any options to be paid by any means other than cash, check or wire transfer of immediately available funds; (b) Grant any severance or termination pay to any officer or employee except pursuant to written agreements in effect, or policies existing, on the date hereof and as previously disclosed in writing to Parent, or adopt any new severance plan; (ic) declareTransfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to the Target Intellectual Property, other than non-exclusive licenses in the ordinary course of business and consistent with past practice; (d) Declare, set aside or pay any dividend dividends on or make any other distribution with respect to any shares of its capital distributions (whether in cash, stock, (iiequity securities or property) repurchase, redeem or otherwise acquire in respect of any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (e) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of Target’s capital stock of Target or its subsidiaries, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (f) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock or any securities convertible into shares of capital stock, except for issuances or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than (i) the issuance delivery and/or sale of shares of Target Common Shares upon Stock pursuant to the exercise of stock options or warrants outstanding on November 15, 2000; and (ii) the issuance of options to purchase up to 200,000 shares of Target Stock Options or Target WarrantsCommon Stock, in each casewith options to purchase no more than 25,000 of such shares to be granted to any one person, in accordance with their terms at the time of exercisepursuant to Target's 1999 Employee Incentive Compensation Plan; (cg) issueCause, sellpermit or propose any amendments to its Certificate of Incorporation, pledgeBylaws or other charter documents (or similar governing instruments of any of its subsidiaries); (h) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Target or enter into any joint ventures, strategic partnerships or alliances; (i) Sell, lease, license, encumber or otherwise dispose of any properties or encumber assets which are material, individually or in the aggregate, to the business of Target; provided, however, that Target may accept and execute an -------- ------- assignment of lease from H.T.E., Inc., a Florida corporation ("H.T.E."), ------ relative to the property used and currently occupied by Target in Orange County, Florida; (j) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities (whether through the issuance or granting of options, warrants, calls or other rights to acquire any debt securities of Target, enter into any "keep well" or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), agreement to maintain any financial statement condition or enter into any amendment arrangement having the economic effect of any term of any outstanding security; (d) the foregoing other than (i) incur or assume any Indebtedness except Indebtedness incurred in connection with the financing of ordinary course of business and trade payables consistent with past practice and in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash pursuant to existing credit facilities in the ordinary course of business); (ek) subject Adopt or amend any assets toemployee benefit plan or employee stock purchase or employee stock option plan, incur, create or assume, enter into any Lien employment contract or collective bargaining agreement (other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice; (f) (i) practice with employees who are terminable "at will"), pay any special bonus or special remuneration to any director or employee, or increase the compensation payable salaries or wage rates or fringe benefits (including rights to become payable severance or the benefits provided to indemnification) of its directors, officers officers, employees or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, consultants other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (rl) engage in Modify, amend or terminate any transaction with, material contract or enter into agreement to which Target or any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliatessubsidiary thereof is a party, including any transactionsjoint venture agreement, or waive, release or assign any material rights or claims thereunder; (m) Enter into any licensing, distribution, sponsorship, advertising, merchant program, encoding services, hosting or other similar contracts, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would obligations which may not be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, canceled without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against penalty by Target or relating its subsidiaries upon notice of 45 days or less or which provide for payments by or to Target or its business, properties or assets, other than (i) subsidiaries in the ordinary course of business for amounts not an amount in excess of $500,000 in 25,000 over the term of the Agreement or which involve any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course exclusive terms of businessany kind; (xn) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to Revalue any of its officersassets or, directors or employees or except as required by GAAP, make any change in its borrowing accounting methods, principles or lending arrangements for practices; (o) Fail to make in a timely manner any filings with the SEC required under the Securities Act or on behalf of the Exchange Act or the rules and regulations promulgated thereunder; (p) Engage in any of such Persons; action with the intent to directly or (aa) agree to commit to indirectly adversely impact any of the foregoingtransactions contemplated by this Agreement; or (q) Agree in writing or otherwise to take any of the actions described in Section 4.1 (a) through (p) above.

Conduct of Business by Target. Pending Target covenants and agrees that, subject to compliance by the Merger. From directors of Target with their fiduciary duties, during the Agreement Date until the earlier term of the Effective Time and the datethis Agreement, if any, on which this Agreement is terminated pursuant to Article X, except as set forth unless SS&C shall otherwise agree in Section 6.1 of the Target Disclosure Letter, writing or as otherwise expressly permitted or specifically contemplated by this Agreement: (a) the business of Target and its subsidiaries will be conducted only in, or as required by applicable Lawand Target and its subsidiaries will not take any action except in, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the usual and ordinary course of business and consistent with past practice, shall and Target will use its commercially reasonable commercial efforts to maintain and preserve intact its and its subsidiaries’ business organizations and goodwillorganization, including, keeping available the services of its officersassets, employees and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having advantageous business relationships except where the failure to do so would not have a Material Adverse Effect on Target, or impair the ability of Target to comply with it, subject to the terms of its covenants set out in this Agreement, and, by way of amplification and not limitation, shall not (without the prior written consent of Parent, which consent shall not be unreasonably withheld): (a) amend or propose to amend its articles of incorporation or bylaws or other organizational documents; (b) Target will not, and will not permit any of its subsidiaries, directly or indirectly, to do any of the following: (i) amend the Target Governing Documents or the charter or by-laws of any of its subsidiaries; (ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any person, except dividends paid in the ordinary course consistent with respect past practice; (iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares of Target or its capital stocksubsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of Target or its subsidiaries, other than Target Common Shares issuable upon the exercise of Target Options granted prior to the date of this Agreement; (iiiv) repurchaseredeem, redeem purchase or otherwise acquire any of its outstanding shares of its capital stock or other securities, securities (iiiother than repurchasing the outstanding stock options as described in Schedule 1.1); (v) split, combine or reclassify any shares of its capital stock shares; (vi) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of Target; or (ivvii) issue enter into or modify any other securities in contract, agreement, commitment or arrangement with respect of, in lieu to any of or in substitution for shares of Target’s capital stockthe foregoing, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exerciseas permitted above; (c) issueTarget will not, and will not permit any of its material subsidiaries, directly or indirectly, to do any of the following: (i) sell, pledge, dispose of or encumber any securities assets of Target or any of its subsidiaries other than in the ordinary course of business; (whether through ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any investment (excluding normal cash management activities and capital investments in accordance with the issuance Target’s business plans in existence on the date hereof) either by purchase of shares or granting securities, contributions of optionscapital (other than to wholly owned subsidiaries), warrantsproperty transfer, rights or otherwisepurchase of, other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter)ordinary course of business, any property or assets of any other individual or entity; (iii) incur any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other individual or entity, or enter into make any amendment loans or advances in the aggregate in excess of Cdn.$250,000; (iv) pay, discharge or satisfy any term material claims, liabilities or obligations other than the payment, discharge or satisfaction of any outstanding security; (d) (i) incur liabilities reflected or assume any Indebtedness except Indebtedness reserved against in Target’s financial statements or incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate practice; (v) authorize, recommend or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms propose any release or relinquishment of any Indebtednessmaterial contract right, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of business); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, ; (vi) fail to make full payment when due waive, release, grant or transfer any rights of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto value or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans modify or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or change in any other manner, material respect any business or Person, exceeding $1,000,000; (h) sellexisting licence, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock contract or other equity interest in any Subsidiarydocument, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; ; or (rvii) engage in authorize or propose any transaction withof the foregoing, or enter into or modify any contract, agreement, arrangement, commitment or understanding with, directly or indirectly, arrangement to do any of its Affiliatesthe foregoing; provided, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Acthowever, that the foregoing shall not apply if, to have done any of the foregoing or not, as applicable, the effect thereof would not be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material materially adverse to the business, propertiesoperations, assets, or financial condition or results of operations of TargetTarget and its subsidiaries, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practicetaken as a whole, or (ii) enter into any contract or agreement that limits or otherwise restrains to the ability of Target from competing to comply with its covenants set out in or conducting any line of business or engaging in business in any significant geographic areathis Agreement; (vd) cause or allow any material insurance policies (or substantial equivalents thereof) other than increases disclosed in writing to lapse or terminate; (w) paySS&C prior to the date of this Agreement, discharge, settle or satisfy any lawsuit or threat increases in accordance with the requirements of any lawsuit existing collective bargaining or proceeding union contracts or required under the terms of any other investigation against Target or relating written contract, certain bonuses to its business, properties or assets, other than (i) be authorized by the Target’s board in the ordinary course aggregate amount of business for amounts not in excess of $500,000 in any caseCdn.$115,000, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims usual annual increases made in the ordinary course of business;, the Target shall not, and shall not permit any of its subsidiaries to, grant to any officer or director an increase in compensation in any form, grant any general salary increase, grant to any other employee any increase in compensation in any form, make any loan to any officer or director, or take any action with respect to the granting of any severance or termination pay (otherwise than pursuant to its current severance or termination pay policies heretofore disclosed to SS&C) to, or the entering into of any employment agreement with, any senior officer or director of Target or any of its subsidiaries (other than the entering into of a change in control agreement with Jxx Xxxxxx), or with respect to any increase of benefits payable under its current severance or termination pay policies; and (xe) except as may be required by applicable Law, settle any material audit with respect disclosed in writing to Taxes or file any amended Tax return that would materially alter SS&C prior to the Tax obligation date of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into , neither Target nor any of its subsidiaries shall adopt or amend or make any loans contribution to any bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of its officersemployees, directors except as is necessary to comply with applicable law or employees or make any change in its borrowing or lending arrangements for or on behalf as is required under the terms of any existing collective bargaining or union contracts or under the terms of such Persons; or (aa) agree to commit to any of the foregoingother written contract.

Conduct of Business by Target. Pending the Merger. From the Agreement Date until the earlier of Prior to the Effective Time and the dateTime, if anyunless Acquireco otherwise agrees in writing, on which or as otherwise expressly contemplated or permitted by this Agreement is terminated pursuant to Article X, except agreement or as set forth disclosed in Section 6.1 of the Target Disclosure Letter, as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSXStatement, Target agrees that it shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in only in, not take any action except in, and maintain its facilities in, the ordinary course of business consistent with past practice, shall (ii) maintain and preserve its business organization and its material rights and franchises, (iii) use its commercially reasonable efforts to preserve intact its business organizations and goodwill, including, keeping available retain the services of its officersofficers and key employees, employees and consultants and maintaining reasonably satisfactory (iv) use commercially reasonable efforts to maintain relationships with vendorscustomers, customers suppliers, lessees, joint venture partners, licensees, lessors, licensors and others having business relationships with itother third parties, subject and (v) maintain all of its operational assets in their current condition (normal wear and tear excepted) to the terms end that the goodwill and ongoing business of this Agreement, and, by way of amplification Target and not limitation, shall not (without the prior written consent of Parent, which consent its Subsidiaries shall not be unreasonably withheldimpaired in any material respect. Without limiting the generality of the foregoing, Target shall (unless Acquireco otherwise agrees in writing, or as otherwise expressly contemplated or permitted by this agreement or as disclosed in the Target Disclosure Statement): (a) amend not do, permit any of its Subsidiaries to do or propose permit to amend its articles occur any of incorporation the following (directly or bylaws or other organizational documents;indirectly), (b) (i) declareissue, set aside or pay any dividend or other distribution with respect to any shares of its capital stockgrant, (ii) repurchasesell, redeem or otherwise acquire any outstanding shares of its capital stock or other securitiestransfer, (iii) splitpledge, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect lease, dispose of, in lieu of encumber or in substitution for shares of Target’s capital stockagree to issue, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issuegrant, sell, pledge, lease, dispose of or encumber encumber, (A) any Target Shares or other securities (whether through entitling the issuance holder to rights in respect of the securities or granting assets of options, warrants, rights Target or otherwiseits Subsidiaries, other than upon pursuant to rights to acquire such securities existing at the exercise date of Target Stock Options outstanding on the Agreement Date and this agreement as disclosed in the Target Disclosure Letter)Statement, or enter into any amendment of any term of any outstanding security;or (dB) (i) incur any property or assume assets of Target or any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Personits Subsidiaries, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 practice, (ii) amend or propose to amend the constitutional documents (including articles or other organizational documents or by-laws) of it or any of its Subsidiaries, (iii) redeem, purchase or offer to purchase any securities of its capital stock, or enter into any agreement, understanding or arrangement with respect to the voting, registration or repurchase of its capital stock, (iv) adjust, split, combine or reclassify its capital stock or merge, consolidate or enter into a joint venture with any person, (v) acquire or agree to acquire (by purchase, amalgamation, merger or otherwise) any person or assets that individually or in the aggregate exceeds $1 million, (vi) make, or commit to make, any capital expenditures that individually or in the aggregate exceeds $0.25 million, (vii) except as otherwise set out provided in this agreement or required by any Agency, amend, waive or modify, or propose to amend, waive or modify, the Target BudgetRights Plan, as amended as of the date hereof, (ivviii) make incur, create, assume, commit to incur, act or fail to act in any loansmanner that would reasonably be expected to accelerate any obligations in respect of, advances guarantee or capital contributions tootherwise become liable or responsible for, or investments inindebtedness for borrowed money, any other Person (other than short-term investments advances from Subsidiaries of cash Target made in the ordinary course of business);business consistent with past practice, (eix) subject prepay any assets toamount owing in respect of indebtedness for borrowed money, (x) settle or compromise any suit, incurclaim, create action, proceeding, hearing, notice of violation, demand letter or assumeinvestigation, (xi) enter into, adopt or amend any Lien other than a Permitted Lien Employee Benefit Plan or Employment Agreement, except as may be required by applicable Law, (xii) modify, amend or terminate, or waive, release or assign any Liability as a guarantor material rights or surety claims with respect to any confidentiality or standstill agreement to which Target is a party, (xiii) other than as a result of the obligations Transactions, take any action that would give rise to a right to severance benefits pursuant to any employment, severance, termination, change in control or similar agreements or arrangements, (xiv) adopt or amend, or increase or accelerate the timing, payment or vesting of benefits under or funding of, any bonus, profit sharing compensation, stock option (other than Target Options), pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any Person current or former employee, director or consultant, (xv) amend the Target Option Plan or otherwise amend the terms of any Target Options, except that, for avoidance of doubt, Target’s board of directors shall be entitled to accelerate the vesting of otherwise unvested Target Options, (xvi) enter into any confidentiality agreements or arrangements other than in the ordinary course of business consistent with past practice;, except as otherwise permitted in this agreement, (fxvii) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments as otherwise required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liabilityclaim or assessment, file any Tax Return (other than any Tax Return due before the Effective Time and then only in a manner consistent with past practice), change any method of Tax accounting or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, (xviii) except as required by Law or GAAP or as determined in the good faith judgement of Target’s board of directors, make any changes to existing accounting practices, or write up, write down or write off the book value of any assets in amount that, in aggregate, exceeds $2 million, except where such for depreciation and amortization in accordance with GAAP, or (xix) enter into or modify any employment, severance, collective bargaining or similar agreements or arrangements with, or take any action would not have a material effect on the Tax position of Targetwith respect to or grant any salary increases, bonuses, benefits, severance or termination pay to, any current or former officers, directors or other employees or consultants; (ib) except use its commercially reasonable efforts to cause the current insurance (or re- insurance) policies of it and its Subsidiaries not to be cancelled or terminated or any other coverage under those policies to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing reasonably acceptable to Acquireco providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (c) not do or permit any action that would, or would reasonably be expected to, render any representation or warranty made by it in this agreement untrue or inaccurate in a manner that would, or would reasonably be expected to, be Materially Adverse to Target and its Subsidiaries, taken as set forth a whole; (d) promptly notify Acquireco orally and in clause (ii), pay, discharge or satisfy writing of any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid change in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition operations or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries and of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) that, individually is or in the aggregate are, or would reasonably be expected to be, Materially Adverse to Target and its Subsidiaries, taken as a whole; (ye) take not implement any action that would result other change in the breach of any representation and warranty business, affairs, capitalization or dividend policy of Target hereunder (except for representations or its Subsidiaries that is, or in the aggregate are, or would reasonably be expected to be, Materially Adverse to Target and warranties made its Subsidiaries, taken as of a specific date) such that Parent would have the right to terminate this Agreement;whole; and (zf) not enter into or make modify any loans to any of its officerscontract, directors agreement, commitment or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit arrangement with respect to any of the foregoing.matters set forth in this Section 5.A.

Conduct of Business by Target. Pending the Merger. From the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article X, except Except as set forth in Section 6.1 6.6 of the Target Disclosure LetterSchedule, as otherwise specifically contemplated by this Agreement, Agreement or as required by applicable Lawprovided in Target's business plan previously provided to ATC (the "Business Plan"), by a Governmental Authority of competent jurisdiction or by after the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course consistent with past practice, shall use its commercially reasonable efforts to preserve intact its business organizations date hereof and goodwill, including, keeping available the services of its officers, employees and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with it, subject prior to the terms Closing Date or earlier termination of this Agreement, and, by way of amplification and not limitation, unless ATC shall not (without the prior written otherwise consent of Parentin writing, which consent shall not be unreasonably withheld):, Target shall, and shall cause each of its Subsidiaries to: (a) conduct its business in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend its articles of incorporation or bylaws or other organizational documents; (b) (i) declare, set aside or pay any dividend or other distribution with respect to any shares of its capital stockOrganic Documents, (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of (whether by stock dividend or otherwise) its outstanding capital stock or (iv) issue or authorize the issue of any other securities in respect of, in lieu of of, or in substitution for for, shares of Target’s its capital stock, except for issuances or (iii) declare, set aside, pay or make, or agree to declare, set aside, pay or make, any Distribution, whether in cash, stock, property or otherwise; other than distributions to Target or its Subsidiaries by one of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exerciseTarget's Subsidiaries; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any shares of Target Common Stock, other shares of capital stock, Convertible Securities or Option Securities, except pursuant to the exercise of options outstanding on the date hereof; (d) not (i) incur or become contingently liable with respect to any Indebtedness for Money Borrowed, other than (x) borrowings, not to exceed the sum of (I) the principal amount of borrowings presently outstanding and (II) the Indebtedness set forth in the Business Plan, (ii) redeem, purchase, acquire or offer or agree to redeem, purchase or acquire any shares of its capital stock, -30- 35 Convertible Securities or Option Securities, (iii) sell, lease, license, pledge, dispose of or encumber any securities (whether through the issuance properties or granting of options, warrants, rights assets or otherwise, sell any businesses other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter), or enter into any amendment of any term of any outstanding security; (dx) (i) incur or assume any Indebtedness except Indebtedness incurred inventory in the ordinary course of business and consistent business, (y) Liens arising in accordance with past practice the provisions of indebtedness in effect on the date hereof and in no event exceeding $1,500,000 in the aggregate accordance with their present terms, and (z) leases of towers and shelter space to third-party customers, or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments Person, except to officers and employees of cash Target for travel, business or relocation expenses in the ordinary course of business); (e) subject any assets to, incur, create not enter into or assume, any Lien agree to enter into (other than a Permitted Lien agreements which are binding on Target as of the date hereof) any Restricted Transaction (or group of related Restricted Transactions), whether for its own account or for any other Person, if (i) the aggregate amount reasonably expected to be expended by Target or any Liability as of its Subsidiaries in connection with such individual Restricted Transaction (together with any group of related Restricted Transactions) exceeds $10.0 million, or (ii) the aggregate amount to be expended in connection with all Restricted Transactions (together with any group of related Restricted Transactions) exceeds $100.0 million; provided, however, that the foregoing restriction shall not apply to any Restricted Transaction pursuant to agreements which are described in Section 6.6(e) of the Target Disclosure Schedule; (f) use reasonable business efforts to preserve intact its business organization and goodwill, keep available the services of its present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (g) confer on a guarantor regular and frequent basis with one or surety more representatives of ATC to report material operational matters and the general status of ongoing operations; (h) not adopt, enter into, amend or terminate any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers or key employees; (i) maintain with financially responsible insurance companies insurance on the obligations Target Assets and the Target Business in such amounts and against such risks and losses as are consistent with past practice; (j) not make any Tax election that could reasonably be likely to have a Material Adverse Effect on Target or settle or compromise any material Tax liability; (k) except in the ordinary course of business or except as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Target, not modify, amend or terminate any Person Material Agreement to which Target is a party or by which any of the Target Assets may be bound or to which any of them may be subject or waive, release or assign any material rights or claims thereunder; (l) not make any material change to its accounting methods, principles or practices, except as may be required by GAAP; (m) except in the ordinary course of business and in accordance with past practices and policies, not enter into any Lease or other than agreement with respect to any antennae site on any of its towers, whether presently owned or hereafter acquired by Target; (n) except as set forth in Section 4.14 of the Target Disclosure Schedules, (i) not grant to any executive officer or other key employee of Target any increase in compensation, except for normal increases in the ordinary course of business consistent with past practice; (f) (i) increase practice or as required under Employment Arrangements set forth in Section 4.14 of the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of TargetDisclosure Schedule, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments required by Law or otherwise not grant to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of such executive officer any type or collective bargaining agreement or enter into any employment, increase in severance or similar contract with termination pay, except as was required under any Person or amend any such existing contracts to increase or accelerate Employment Arrangements set forth in Section 4.14 of the payment or provision of any amounts payable or benefits provided thereunderTarget Disclosure Schedule, (iii) engage in not adopt or amend any transaction in connection with which Target could be subject Plan or Employment Arrangement (directly including change any actuarial or indirectly) other assumption used to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations calculate funding obligations with respect to any Target Benefit Plans or (viii) adopt or amendPlan, or accelerate change the payment manner in which contributions to any Plan are made or vesting of benefits underthe basis on which such contributions are determined) and (iv) except in the ordinary course, not enter into, amend in any Target Benefit Planmaterial respect or terminate any Material Governmental Authorization, material Private Authorization or Material Agreement; (go) acquire, by merging not voluntarily take or consolidating with, or by purchasing permit to be taken any action which if taken between the end of its most recent fiscal quarter and prior to the date of this Agreement would have been required to be noted as an equity interest in or exception on Section 4.16 of the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any SubsidiaryTarget Disclosure Schedule, other than in connection with 6.1(h); (j) incur or commit pursuant to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than the conduct of its business in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary and usual course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement;practice; and (p) not authorize or enter into any agreement or transaction that would be required to be disclosed in violate any of the foregoing. In the event that Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its AffiliatesSubsidiaries desires to take any of the actions prohibited by the provisions of this Section, including any transactionsTarget shall give prompt written notice to ATC, agreementsreferring to the provisions of this Section. As stated above, arrangements or understandings with any Affiliate or other Person covered under Item 404 Target's ability to take such action shall be subject to the written consent of Regulation S-K under the Securities ActATC, which consent shall not be unreasonably withheld; provided, however, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material if ATC does not object to the businesstaking of such action within five (5) business days of receipt of such notice and all material information requested by ATC with respect thereto, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would Subsidiary shall have the right to terminate this Agreement; (z) enter into or make any loans take such action. ATC's failure to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf object to the taking of any such action shall not, in any event, relieve Target from the obligation to comply with the provisions of such Persons; this Agreement (other than, to the extent provided, in paragraph (d) of this Section) and shall not be deemed to be a waiver of any condition of ATC's obligations to consummate the Merger set forth in Section 7.2. The parties also agree that, regardless of whether or (aa) agree not ATC's consent is required by this Section 6.6, Target shall communicate with the Chief Operating Officer and the Chief Financial Officer of ATC on a reasonably regular basis with respect to commit to any the Business Plan and the ongoing operations of the foregoingTarget.

Conduct of Business by Target. Pending the Merger. From the Agreement Date date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article XTime, except as Parent otherwise agrees in writing, as set forth in Section 6.1 of the Target Disclosure LetterSchedule, or as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course consistent with past practice, practice and shall use its all commercially reasonable efforts to preserve intact its business organizations and goodwill, including, keeping relationships with third parties and to keep available the services of its officers, employees present officers and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with itkey employees, subject to the terms of this Agreement. Except as otherwise provided in this Agreement, andand without limiting the generality of the foregoing, by way of amplification and not limitationfrom the date hereof until the Effective Time, shall not (without the Parent’s prior written consent of Parent, (which consent shall not be unreasonably withheld, delayed or conditioned): (a) amend Target shall not adopt or propose any change to amend its articles Certificate of incorporation Incorporation or bylaws Bylaws (or other similar organizational documents); (b) Target shall not, and shall not permit any of its Subsidiaries to, (i) declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of Target or its capital stock, Subsidiaries (except for intercompany dividends from direct or indirect wholly owned Subsidiaries and regular quarterly dividends with respect to the Series D Stock) or (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securitiessecurities of, (iii) splitor other ownership interests in, combine Target or reclassify any shares of its capital stock or (iv) issue any Subsidiaries, other securities in respect of, in lieu than intercompany acquisitions of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issueTarget shall not, and shall not permit any of its Subsidiaries to, merge or consolidate with any other Person or acquire assets of any other Person for aggregate consideration in excess of $2,500,000 in any single transaction (or series of related transactions) or $5,000,000 in the aggregate, or enter a new line of business or commence business operations in any country in which Target is not operating as of the date hereof; (d) Except as set forth in Section 6.1(d) of the Target Disclosure Schedule, Target shall not, and shall not permit any of its Subsidiaries to, sell, pledgelease, license or otherwise surrender, relinquish or dispose of any assets or encumber properties (other than to Parent and its direct and indirect wholly owned Subsidiaries) with an aggregate fair market value exceeding $2,500,000 in any single transaction (or series of related transactions) or $5,000,000 in the aggregate (other than sales of Hydrocarbons in the ordinary course of business); (e) Target shall not settle any material Audit, make or change any material Tax election or file any material amended Tax Return except as set forth in Section 4.9 of the Target Disclosure Schedule; (f) Except as otherwise permitted by this Agreement and the terms of any refinancing of indebtedness in connection with the Transactions, or as set forth in Section 6.1(f) of the Target Disclosure Schedule, Target shall not, and shall not permit any of its Subsidiaries to, (i) issue any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date otherwise and except pursuant to existing obligations disclosed in the Target Disclosure LetterSchedule), or (ii) enter into any amendment of any term of any outstanding security; security of Target or of any of its Subsidiaries, (d) (iiii) incur or assume any Indebtedness indebtedness except Indebtedness incurred trade debt in the ordinary course of business and consistent with past practice and debt pursuant to existing credit facilities or arrangements or any refinancing thereof (except as set forth in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (iiSection 6.1(f) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target BudgetDisclosure Schedule), (iv) fail to make any loansrequired contribution to any Target Benefit Plan, advances (v) increase compensation or capital contributions tobonuses (except for compensation or bonuses as set forth in Section 6.1(f) of the Target Disclosure Schedule) or increase other benefits payable to (except for payments pursuant to 401(k) plans), or, except as required by applicable law, modify or investments inamend any employment agreements or severance agreements with, any other Person executive officer or former employee or (vi) enter into any settlement or consent with respect to any pending litigation other than short-term investments of cash settlements in the ordinary course of business); (eg) subject Target shall not, and shall not permit any assets of its Subsidiaries to, incur, create change any method of accounting or assume, any Lien other than a Permitted Lien accounting practice by Target or any Liability of its Subsidiaries except for any such change required by GAAP; (h) Target shall not, and shall not permit any of its Subsidiaries to, take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a “plant closing” or “mass layoff” (each as a guarantor defined in the WARN Act) or surety other layoff without in good faith attempting to comply with the WARN Act and any similar state law or regulation requiring notice to employees before layoffs; (i) Target shall not amend or otherwise change the terms of the Target Engagement Letters, except to the extent that any such amendment or change would result in terms more favorable to Target; (j) Except for expenditures set forth in Section 6.1(j) of the Target Disclosure Schedule, neither Target nor any of its Subsidiaries shall become bound or obligated to participate in any operation, or consent to participate in any operation, with respect to any Oil and Gas Interests that will, in the aggregate, cost in excess of $1,000,000 in any single transaction (or series of related transactions) or $5,000,000 in the aggregate; (k) Target and its Subsidiaries shall timely meet their royalty payment obligations in connection with their respective oil and gas leases; (l) Target shall not, and shall not permit any of its Subsidiaries to, (i) enter into any Person futures, hedge, swap, collar, put, call, floor, cap, option or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including Hydrocarbons or securities, other than in the ordinary course of business consistent in accordance with past practiceTarget’s current policies or (ii) enter into any fixed price commodity sales agreements with a duration of more than three (3) months; (fm) Target shall not, and shall not permit any of its Subsidiaries to, (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by TargetTarget or any Subsidiary, or amendments required by Law law to preserve the qualified status of a Target Benefit Plan or otherwise to comply with ERISA, the Code or other applicable Lawlaw) or assume an obligation to contribute toto any pension, any employee benefit plan profit-sharing or other retirement, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, supplemental unemployment benefit, fringe benefit, sick pay, vacation pay, employment or retention agreement, consulting agreement, or other similar plan, program, agreement, or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person (including contracts with management of Target or any Subsidiary that might require that payments be made upon consummation of the Transactions) or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable thereunder or benefits provided thereunder, except for employment offers to “at-will” employees whose aggregate annual compensation is less than $100,000, (iiiii) engage in any transaction (either acting alone or in conjunction with any Target Benefit Plan or trust created thereunder) in connection with which Target or any Subsidiary could be subject subjected (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iviii) terminate any of the Target Benefit PlansPlan in a manner, or take any other action with respect to a any Target Benefit Plan Plan, that could result in Liability the liability of Target or any Subsidiary to any Personperson, (viv) take any action that could adversely affect a the qualification of any Target Benefit Plan’s Plan or its compliance with the applicable requirements of ERISA, (viv) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit PlansPlan, any agreement relating thereto or applicable Lawlaw, such party Target or any Subsidiary is required to pay as contributions thereto, (vi) take any action which would result in the inclusion in gross income of deferred compensation under Section 409A of the Code or (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into Target shall not, and shall not permit any agreementof its Subsidiaries to, understanding (i) approve an increase in salary for any Target Employees or commitment that materially restrains(ii) without Parent’s prior written consent (which consent shall not be unreasonably withheld), limits or impedes its ability, or would materially limit the ability of the Surviving Entity or terminate any affiliate of the Surviving Entity after the Effective Time, Target Employee entitled to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g)severance payment upon such termination; (o) enter into Target shall not, and shall not permit any joint ventureof its Subsidiaries to, partnership organize or other similar arrangement or materially amend or modify the terms of (or waive acquire any material rights under) any existing joint venture, partnership or other similar arrangementPerson that could become a Subsidiary; (p) Target shall not, and shall not permit any of its Subsidiaries to, enter into any commitment or agreement to license or transaction purchase seismic data that would be required to be disclosed will cost in the Target Disclosure Letter excess of $500,000, other than pursuant to Section 4.21 regarding affiliate transactions if such agreement agreements or transaction had been entered into prior to commitments existing on the Agreement Datedate hereof; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) Target shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization;; and (ur) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any caseshall not, and shall not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to permit any of its officersSubsidiaries to, directors agree or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to do any of the foregoing.

Conduct of Business by Target. Pending the Merger. From the Agreement Date until the earlier of Prior to the Effective Time and the dateTime, if anyunless Acquireco otherwise agrees in writing, on which or as otherwise expressly contemplated or permitted by this Agreement is terminated pursuant to Article X, except agreement or as set forth disclosed in Section 6.1 of the Target Disclosure Letter, as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSXStatement, Target agrees that it shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in only in, not take any action except in, and maintain its facilities in, the ordinary course of business consistent with past practice, shall (ii) maintain and preserve its business organization and its material rights and franchises, (iii) use its commercially reasonable efforts to preserve intact its business organizations and goodwill, including, keeping available retain the services of its officersofficers and key employees, employees and consultants and maintaining reasonably satisfactory (iv) use commercially reasonable efforts to maintain relationships with vendorscustomers, customers suppliers, lessees, joint venture partners, licensees, lessors, licensors and others having business relationships with itother third parties, subject and (v) maintain all of its operational assets in their current condition (normal wear and tear excepted) to the terms end that the goodwill and ongoing business of this Agreement, and, by way of amplification Target and not limitation, shall not (without the prior written consent of Parent, which consent its Subsidiaries shall not be unreasonably withheldimpaired in any material respect. Without limiting the generality of the foregoing, Target shall (unless Acquireco otherwise agrees in writing, or as otherwise expressly contemplated or permitted by this agreement or as disclosed in the Target Disclosure Statement): (a) amend not do, permit any of its Subsidiaries to do or propose permit to amend its articles occur any of incorporation the following (directly or bylaws or other organizational documents;indirectly), (b) (i) declareissue, set aside or pay any dividend or other distribution with respect to any shares of its capital stockgrant, (ii) repurchasesell, redeem or otherwise acquire any outstanding shares of its capital stock or other securitiestransfer, (iii) splitpledge, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect lease, dispose of, in lieu of encumber or in substitution for shares of Target’s capital stockagree to issue, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issuegrant, sell, pledge, lease, dispose of or encumber encumber, (A) any Target Shares or other securities (whether through entitling the issuance holder to rights in respect of the securities or granting assets of options, warrants, rights Target or otherwiseits Subsidiaries, other than upon pursuant to rights to acquire such securities existing at the exercise date of Target Stock Options outstanding on the Agreement Date and this agreement as disclosed in the Target Disclosure Letter)Statement, or enter into any amendment of any term of any outstanding security;or (dB) (i) incur any property or assume assets of Target or any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Personits Subsidiaries, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 practice, (ii) amend or propose to amend the constitutional documents (including articles or other organizational documents or by-laws) of it or any of its Subsidiaries, (iii) redeem, purchase or offer to purchase any securities of its capital stock, or enter into any agreement, understanding or arrangement with respect to the voting, registration or repurchase of its capital stock, (iv) adjust, split, combine or reclassify its capital stock or merge, consolidate or enter into a joint venture with any person, (v) acquire or agree to acquire (by purchase, amalgamation, merger or otherwise) any person or assets that individually or in the aggregate exceeds $1 million, (vi) make, or commit to make, any capital expenditures that individually or in the aggregate exceeds $0.25 million, (vii) except as otherwise set out provided in this agreement or required by any Agency, amend, waive or modify, or propose to amend, waive or modify, the Target BudgetRights Plan, as amended as of the date hereof, (ivviii) make incur, create, assume, commit to incur, act or fail to act in any loansmanner that would reasonably be expected to accelerate any obligations in respect of, advances guarantee or capital contributions tootherwise become liable or responsible for, or investments inindebtedness for borrowed money, any other Person (other than short-term investments advances from Subsidiaries of cash Target made in the ordinary course of business);business consistent with past practice, (eix) subject prepay any assets toamount owing in respect of indebtedness for borrowed money, (x) settle or compromise any suit, incurclaim, create action, proceeding, hearing, notice of violation, demand letter or assumeinvestigation, (xi) enter into, adopt or amend any Lien other than a Permitted Lien Employee Benefit Plan or Employment Agreement, except as may be required by applicable Law, (xii) modify, amend or terminate, or waive, release or assign any Liability as a guarantor material rights or surety claims with respect to any confidentiality or standstill agreement to which Target is a party, (xiii) other than as a result of the obligations Transactions, take any action that would give rise to a right to severance benefits pursuant to any employment, severance, termination, change in control or similar agreements or arrangements, (xiv) adopt or amend, or increase or accelerate the timing, payment or vesting of benefits under or funding of, any bonus, profit sharing compensation, stock option (other than Target Options), pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any Person current or former employee, director or consultant, (xv) amend the Target Option Plan or otherwise amend the terms of any Target Options, except that, for avoidance of doubt, Target’s board of directors shall be entitled to accelerate the vesting of otherwise unvested Target Options, (xvi) enter into any confidentiality agreements or arrangements other than in the ordinary course of business consistent with past practice;, except as otherwise permitted in this agreement, (fxvii) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments as otherwise required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit Plans, or take any other action with respect to a Target Benefit Plan that could result in Liability to any Person, (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liabilityclaim or assessment, file any Tax Return (other than any Tax Return due before the Effective Time and then only in a manner consistent with past practice), change any method of Tax accounting or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, (xviii) except as required by Law or GAAP or as determined in the good faith judgement of Target’s board of directors, make any changes to existing accounting practices, or write up, write down or write off the book value of any assets in amount that, in aggregate, exceeds $2 million, except where such for depreciation and amortization in accordance with GAAP, or (xix) enter into or modify any employment, severance, collective bargaining or similar agreements or arrangements with, or take any action would not have a material effect on the Tax position of Targetwith respect to or grant any salary increases, bonuses, benefits, severance or termination pay to, any current or former officers, directors or other employees or consultants; (ib) except use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies of it and its Subsidiaries not to be cancelled or terminated or any other coverage under those policies to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing reasonably acceptable to Acquireco providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (c) not do or permit any action that would, or would reasonably be expected to, render any representation or warranty made by it in this agreement untrue or inaccurate in a manner that would, or would reasonably be expected to, be Materially Adverse to Target and its Subsidiaries, taken as set forth a whole; (d) promptly notify Acquireco orally and in clause (ii), pay, discharge or satisfy writing of any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid change in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practice; (r) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition operations or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries and of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) that, individually is or in the aggregate are, or would reasonably be expected to be, Materially Adverse to Target and its Subsidiaries, taken as a whole; (ye) take not implement any action that would result other change in the breach of any representation and warranty business, affairs, capitalization or dividend policy of Target hereunder (except for representations or its Subsidiaries that is, or in the aggregate are, or would reasonably be expected to be, Materially Adverse to Target and warranties made its Subsidiaries, taken as of a specific date) such that Parent would have the right to terminate this Agreement;whole; and (zf) not enter into or make modify any loans to any of its officerscontract, directors agreement, commitment or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit arrangement with respect to any of the foregoing.matters set forth in this Section 5.A.

Conduct of Business by Target. Pending the Merger. From the Agreement Date date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article XTime, except as Parent otherwise agrees in writing (which consent shall not be unreasonably withheld), as set forth in Section 6.1 of the Target Disclosure LetterSchedule, or as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it and its Subsidiaries shall conduct its their business in all material respects in the ordinary course consistent with past practice, practice and shall use its commercially all reasonable efforts to preserve intact its their business organizations and goodwill, including, keeping relationships with third parties and to keep available the services of its officers, employees their present officers and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with itkey employees, subject to the terms of this Agreement. Except as otherwise provided in this Agreement, andand without limiting the generality of the foregoing, by way of amplification and not limitationfrom the date hereof until the Effective Time, shall not (without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld): (a) amend Neither Target nor its Subsidiaries will adopt or propose any change to amend its articles certificate of incorporation or bylaws (or other similar organizational documents); (b) Target will not, and will not permit any of its Subsidiaries to (i) declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of Target or its capital stock, Subsidiaries (except for intercompany dividends from direct or indirect wholly owned subsidiaries) or (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securitiessecurities of, (iii) splitor other ownership interests in, combine Target or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exerciseSubsidiaries; (c) issueTarget will not, selland will not permit any of its Subsidiaries to, pledge, dispose merge or consolidate with any other Person or acquire assets of or encumber any securities (whether through the issuance or granting other Person for aggregate consideration in excess of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date and disclosed in the Target Disclosure Letter)$150,000, or enter into a new line of business or commence business operations in any amendment country in which Target is not operating as of any term of any outstanding securitythe date hereof; (d) (iExcept as set forth in Section 6.1(d) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $1,500,000 in the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”), (ii) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, (iv) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of business); (e) subject any assets to, incur, create or assume, any Lien other than a Permitted Lien or any Liability as a guarantor or surety with respect to the obligations of any Person other than in the ordinary course of business consistent with past practice; (f) (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by Target, or amendments required by Law or otherwise to comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to, any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable or benefits provided thereunder, (iii) engage in any transaction in connection with which Target could be subject (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iv) terminate any of the Target Benefit PlansDisclosure Schedule, Target will not, and will not permit any of its Subsidiaries to, in a single transaction (or take any other action with respect to a Target Benefit Plan that could result in Liability to any Personseries of related transactions), (v) take any action that could adversely affect a Target Benefit Plan’s compliance with the applicable requirements of ERISA, (vi) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit Plans, any agreement relating thereto or applicable Law, such party is required to pay as contributions thereto, (vii) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets or properties (other than among Target and its direct and indirect wholly owned Subsidiaries) with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than 400,000 in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way case of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid transaction in the ordinary course of business or with an aggregate fair market value exceeding $150,000 in the case of a transaction outside of the ordinary course of business; (e) Except as set forth in Section 6.1(e) of the Target Disclosure Schedule, Target will not, and consistent will not permit any of its Subsidiaries to, enter into any single agreement or arrangement (or series of related agreements or arrangements) pursuant to which it is obligated to incur costs and expenses with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceedingan aggregate value in excess of $150,000, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into any agreement, understanding or commitment that materially restrains, limits or impedes its ability, or would materially limit the ability of the Surviving Entity or any affiliate of the Surviving Entity after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g); (o) enter into any joint venture, partnership or other similar arrangement or materially amend or modify the terms of (or waive any material rights under) any existing joint venture, partnership or other similar arrangement; (p) enter into any agreement or transaction that would be required to be disclosed in the Target Disclosure Letter pursuant to Section 4.21 regarding affiliate transactions if such agreement or transaction had been entered into prior to the Agreement Date; (q) grant, or change, any severance or termination pay, other than with respect to employment agreements entered into with new employees in the ordinary course of business consistent with past practicepractices; (rf) engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (u) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts will not in excess of $500,000 in any case, and not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes Audit, make or change any material Tax election or file any material amended Tax return that would materially alter the Tax obligation of Target or its SubsidiariesReturn; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to any of its officers, directors or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to any of the foregoing.

Conduct of Business by Target. Pending the Merger. From the Agreement Date date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article XTime, except as Parent otherwise agrees in writing, as set forth in Section 6.1 of the Target Disclosure LetterSchedule, or as otherwise specifically contemplated by this Agreement, or as required by applicable Law, by a Governmental Authority of competent jurisdiction or by the rules or requirements of the TSX, Target agrees that it shall conduct its business in all material respects in the ordinary course consistent with past practice, practice and shall use its all commercially reasonable efforts to preserve intact its business organizations and goodwill, including, keeping relationships with third parties and to keep available the services of its officers, employees present officers and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with itkey employees, subject to the terms of this Agreement. Except as otherwise provided in this Agreement, andand without limiting the generality of the foregoing, by way of amplification and not limitationfrom the date hereof until the Effective Time, shall not (without the prior Parent’s written consent of Parent, (which consent shall not be unreasonably withheld): (a) amend Target shall not adopt or propose any change to amend its articles certificate of incorporation or bylaws (or other similar organizational documents); (b) Target shall not, and shall not permit any of its Subsidiaries to, (i) declare, set aside or pay any dividend or other distribution with respect to any shares of its capital stock, stock of Target or (ii) repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities, (iii) split, combine or reclassify any shares of its capital stock or (iv) issue any other securities in respect of, or other ownership interests in lieu of or in substitution for shares of Target’s capital stock, except for issuances of Target Common Shares upon the exercise of Target Stock Options or Target Warrants, in each case, in accordance with their terms at the time of exercise; (c) issueTarget shall not, and shall not permit any of its Subsidiaries to, merge or consolidate with any other Person or acquire assets of any other Person for aggregate consideration in excess of $1,000,000, or enter a new line of business or commence business operations in any country in which Target is not operating as of the date hereof; (d) Except as set forth in Section 6.1(d) of the Target Disclosure Schedule, Target shall not, and shall not permit any of its Subsidiaries to, sell, pledgelease, license or otherwise surrender, relinquish or dispose of any assets or encumber properties (other than Parent and its direct and indirect wholly owned subsidiaries) with an aggregate fair market value exceeding $1,000,000 (other than sales of Hydrocarbons in the ordinary course of business); (e) Target shall not settle any material Audit, make or change any material Tax election or file any material amended Tax Return except as set forth in Section 4.9 of the Target Disclosure Schedule; (f) Except as otherwise permitted by this Agreement or as set forth in Section 6.1(f) of the Target Disclosure Schedule, Target shall not, and shall not permit any of its Subsidiaries to, issue any securities (whether through the issuance or granting of options, warrants, rights or otherwise, other than upon the exercise of Target Stock Options outstanding on the Agreement Date otherwise and except pursuant to existing obligations disclosed in the Target SEC Reports filed and publicly available prior to the date hereof or the Target Disclosure LetterSchedule), or enter into any amendment of any term of any outstanding security; (d) (i) security of Target or of any of its Subsidiaries, incur or assume any Indebtedness indebtedness except Indebtedness incurred trade debt in the ordinary course of business and consistent with past practice and debt pursuant to existing credit facilities or arrangements (except as set forth in no event exceeding $1,500,000 in Section 6.1(f) of the aggregate or as otherwise set out in the document titled “5-Year URZ Operating Summary” provided by Target to Parent (the “Target Budget”Disclosure Schedule), fail to make any required contribution to any Target Benefit Plan, increase compensation, bonus (iiexcept for compensation or bonuses as set forth in Section 6.1 (f) modify the terms of any Indebtedness, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $200,000 in the aggregate or as otherwise set out in the Target Budget, Disclosure Schedule) or other benefits payable to (ivexcept for payments pursuant to 401(k) make any loans, advances or capital contributions toplans), or investments inmodify or amend any employment agreements or severance agreements with, any other Person (executive officer or former employee or enter into any settlement or consent with respect to any pending litigation other than short-term investments of cash settlements in the ordinary course of business); (eg) subject Target shall not, and shall not permit any assets of its Subsidiaries to, incur, create change any method of accounting or assume, any Lien other than a Permitted Lien accounting practice by Target or any Liability of its Subsidiaries except for any such change required by GAAP; (h) Target shall not, and shall not permit any of its Subsidiaries to, take any action that would give rise to a claim under the WARN Act or any similar state law or regulation because of a “plant closing” or “mass layoff” (each as a guarantor defined in the WARN Act) without in good faith attempting to comply with the WARN Act; (i) Target shall not amend or surety otherwise change the terms of the Target Engagement Letters, except to the extent that any such amendment or change would result in terms more favorable to Target; (j) Except for expenditures set forth in Section 6.1(j) of the Target Disclosure Schedule, neither Target nor any of its Subsidiaries shall become bound or obligated to participate in any operation, or consent to participate in any operation, with respect to any Oil and Gas Interests that will, in the aggregate, cost in excess of $1,000,000 over the total amount budgeted in the 2004 Profit Plan set forth in Section 6.1(j) of the Target Disclosure Schedule (the “Aggregate Cost Overrun”), and except for utilization of the Aggregate Cost Overrun, neither Target nor any of its Subsidiaries shall, with respect to any of the individual projects set forth in Section 6.1(j) of the Target Disclosure Schedule, become bound to or expend funds in excess of the amount budgeted for such project as set forth in Section 6.1(j) of the Target Disclosure Schedule; (k) Target and its Subsidiaries shall timely meet their royalty payment obligations in connection with their respective oil and gas leases. (l) Target shall not, and shall not permit any of its Subsidiaries to, (i) enter into any Person futures, hedge, swap, collar, put, call, floor, cap, option or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including Hydrocarbons or securities, other than in the ordinary course of business consistent in accordance with past practiceTarget’s current policies or (ii) enter into any fixed price commodity sales agreements with a duration of more than three months; (fm) Target shall not, and shall not permit any of its Subsidiaries to, (i) increase the compensation payable or to become payable or the benefits provided to its directors, officers or employees, except for increases in the ordinary course of business in salaries or wages of employees of Target who are not directors or officers of Target, (ii) adopt, amend (other than amendments that reduce the amounts payable by TargetTarget or any Subsidiary, or amendments required by Law law to preserve the qualified status of a Target Benefit Plan or otherwise to comply with ERISA, the Code or other applicable Lawlaw) or assume an obligation to contribute to, to any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any Person (including contracts with management of Target or any Subsidiary that might require that payments be made upon consummation of the Transactions) or amend any such existing contracts to increase or accelerate the payment or provision of any amounts payable thereunder or benefits provided thereunder, (iiiii) engage in any transaction (either acting alone or in conjunction with any Target Benefit Plan or trust created thereunder) in connection with which Target or any Subsidiary could be subject subjected (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a Tax tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iviii) terminate any of the Target Benefit PlansPlan in a manner, or take any other action with respect to a any Target Benefit Plan Plan, that could result in Liability the liability of Target or any Subsidiary to any Personperson, (viv) take any action that could adversely affect a the qualification of any Target Benefit Plan’s Plan or its compliance with the applicable requirements of ERISA, (viv) fail to make full payment when due of all amounts which, under the provisions of any Target Benefit PlansPlan, any agreement relating thereto or applicable Lawlaw, such party Target or any Subsidiary is required to pay as contributions thereto, thereto or (viivi) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Target Benefit Plans or (viii) adopt or amend, or accelerate the payment or vesting of benefits under, any Target Benefit Plan; (g) acquire, by merging or consolidating with, or by purchasing an equity interest in or the assets of, or in any other manner, any business or Person, exceeding $1,000,000; (h) sell, lease, license or otherwise surrender, relinquish or dispose of any assets with an aggregate fair market value exceeding $1,000,000; (i) transfer, sell, pledge, encumber or dispose of any capital stock or other equity interest in any Subsidiary, other than in connection with 6.1(h); (j) incur or commit to any capital expenditures, or become bound or obligated to participate in any operation, or consent to participate in any operation, other than in the ordinary course of business, as contemplated in current mine plans or as otherwise previously disclosed to Parent; (k) make any change to any material Tax method of accounting, make or change any material Tax election, authorize any indemnities for Taxes, extend any period for assessment of any Tax, file any request for ruling or determination, amend any material Tax Return (including by way of a claim for refund) or settle or compromise any material Tax liability, except where such action would not have a material effect on the Tax position of Target; (i) except as set forth in clause (ii), pay, discharge or satisfy any material account payable or other material Liability beyond or in advance of its due date or the date when such account payable or Liability would have been paid in the ordinary course of business and consistent with past practice or (ii) compromise, settle, grant any waiver or release relating to any action, suit or proceeding, other than settlements or compromises where the amount paid or to be paid does not exceed $1,000,000 in the aggregate for all claims; (m) make any change in any method of accounting or accounting practice or procedure except for any such change required by GAAP; (n) enter into Target shall not, and shall not permit any agreementof its Subsidiaries to, understanding (i) approve an increase in salary for any Target Employees or commitment that materially restrains(ii) without Parent’s prior written consent (which consent shall not be unreasonably withheld), limits or impedes its ability, or would materially limit the ability of the Surviving Entity or terminate any affiliate of the Surviving Entity after the Effective Time, Target Employee entitled to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, provided that nothing contained herein shall restrict Target from entering into confidentiality agreements and property acquisition agreements which contain “area of interest” restrictions typical in the mining industry in connection with transactions permitted under Section 6.1(g)severance payment upon such termination; (o) enter into Target shall not, and shall not permit any joint ventureof its Subsidiaries to, partnership organize or other similar arrangement or materially amend or modify the terms of (or waive acquire any material rights under) any existing joint venture, partnership or other similar arrangementPerson that could become a Subsidiary; (p) Target shall not, and shall not permit any of its Subsidiaries to, enter into any commitment or agreement to license or transaction purchase seismic data that would be required to be disclosed will cost in the Target Disclosure Letter excess of $1,000,000, other than pursuant to Section 4.21 regarding affiliate transactions if such agreement agreements or transaction had been entered into prior to commitments existing on the Agreement Datedate hereof; (q) grantTarget shall not amend, modify or change, waive any severance provision of the Target Rights Agreement or termination pay, take any action to redeem the rights issued thereunder (the “Target Rights”) or render the Target Rights inapplicable to any transaction other than with respect the Merger unless, and only to employment agreements entered into with new employees in the ordinary course extent that, Target is required to do so by order of business consistent with past practicea court of competent jurisdiction; (r) engage in Target shall not grant approval for purposes of Section 203 of the DGCL of any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any acquisition of its Affiliates, including any transactions, agreements, arrangements or understandings with any Affiliate or other Person covered under Item 404 of Regulation S-K under the Securities Act, that would be required to be disclosed under Item 404Target Common Shares; (s) effectuate a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), affecting in whole or in part any site of employment, facility, operating unit or employee of Target; (t) Target shall not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization;; and (ut) (i) enter into, amend, modify, or terminate, or make any commitment in respect of, any contract or agreement that is material to the business, properties, assets, financial condition or results of operations of Target, including, without limitation, any Material Contract, except in the ordinary course of business consistent with past practice, or (ii) enter into any contract or agreement that limits or otherwise restrains Target from competing in or conducting any line of business or engaging in business in any significant geographic area; (v) cause or allow any material insurance policies (or substantial equivalents thereof) to lapse or terminate; (w) pay, discharge, settle or satisfy any lawsuit or threat of any lawsuit or proceeding or other investigation against Target or relating to its business, properties or assets, other than (i) in the ordinary course of business for amounts not in excess of $500,000 in any caseshall not, and shall not to exceed $1,000,000 in the aggregate, (ii) pursuant to existing contractual obligations, or (iii) worker’s compensation claims in the ordinary course of business; (x) except as may be required by applicable Law, settle any material audit with respect to Taxes or file any amended Tax return that would materially alter the Tax obligation of Target or its Subsidiaries; (y) take any action that would result in the breach of any representation and warranty of Target hereunder (except for representations and warranties made as of a specific date) such that Parent would have the right to terminate this Agreement; (z) enter into or make any loans to permit any of its officersSubsidiaries to, directors agree or employees or make any change in its borrowing or lending arrangements for or on behalf of any of such Persons; or (aa) agree to commit to do any of the foregoing.