Common use of Contracts, etc Clause in Contracts

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

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

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

Contracts, etc. (a) Except for contracts, agreements, leases and commitments entered into in the ordinary course of business business, or which have been filed asas Xxxxxx Securities Documents or as listed in Section 3.10 of the Xxxxxx Disclosure Letter, neither Camex nor the Camex Subsidiary no Xxxxxx Group Member is a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $100,000 250,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien Lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 50,000 per annum, excluding those which may be terminated without penalty on 90 days’ ' notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary any Xxxxxx Group Member (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any Person person not dealing at arm’s 's length with Camex or the Camex SubsidiaryXxxxxx Group; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person person or relating to commitments to purchase the assets of any other Person person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition, disposition or lease of any business operations or real property; (xiii) limiting or restraining Camex or the Camex Subsidiary any Xxxxxx Group Member from engaging in any activities or competing with any Personperson; (xiv) concerning the lease of any machinery or equipment pursuant to which payments thereunder exceed $250,000 in the aggregate; (xv) which involves the use of a derivative, including any forward contracts or options; or (xvxvi) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Personperson. (b) Camex and the Camex Subsidiary Each Xxxxxx Group Member and, to the knowledge of CamexXxxxxx, each of the other parties thereto, is in compliance with all covenants under any Contractunder, and no default on the part of any such parties exists under, any Contract and no event has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex or the Camex Subsidiary. 010017000-00145797; 2 26Xxxxxx Group.

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

Contracts, etc. ‌ (a) Except for contracts, agreements, leases and commitments entered into in the ordinary course of business or which have been filed as, neither Camex Neither Magnolia nor the Camex Subsidiary is Magnolia Subsidiaries are a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $100,000 200,000 in the aggregateaggregate during any 12 month period; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 250,000 per annum, excluding those which may be terminated without penalty on 90 days’ notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise); (viiv) with any director or officer, former director or officer, shareholder or any Person not dealing at arm’s length with Camex Magnolia or the Camex SubsidiaryMagnolia Subsidiaries, other than employment and consulting agreements; (viiivi) with a bank or other financial institution relating related to borrowed money; (ixvii) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (xviii) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person or relating to commitments to purchase the assets of any other Person or to guarantee the price thereof; (xiix) relating to the acquisition or disposition of any shares or securities of any entity; (xiix) relating to the acquisition, disposition or lease of any business operations or real property; (xiiixi) limiting or restraining Camex Magnolia or the Camex Subsidiary Magnolia Subsidiaries from engaging in any activities or competing with any Person;; or (xivxii) which involves the use of a derivative, including any forward contracts or options; or (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person. (b) Camex and the Camex Subsidiary and, to the knowledge of Camex, each of the other parties thereto, is in compliance with all covenants under any Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex or the Camex Subsidiary. 010017000-00145797; 2 26

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

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

Contracts, etc. (a) Except for contractsas disclosed in Section 3.17 of the Bison Disclosure Letter as of the date hereof, agreements, leases and commitments entered into in the ordinary course of business or which have been filed as, neither Camex nor the Camex Subsidiary Bison is not a party to or bound by any Contract:: WSLEGAL\070635\00045\17685888v14 (i) relating to capital expenditures or improvements in excess of $100,000 50,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon on severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 100,000 per annum, excluding those which may be terminated without penalty on 90 days’ three months' notice or less; (vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary Bison (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any Person person not dealing at arm’s 's length with Camex or the Camex SubsidiaryBison; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person person or relating to commitments to purchase the assets of any other Person person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition, acquisition or disposition or lease of any business operations or real property; (xiii) limiting or restraining Camex or the Camex Subsidiary Bison from engaging in any activities or competing with any Person; (xiv) which involves the use of a derivative, including any forward contracts or options; or; (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person.; or (xvi) which is otherwise material to Bison. WSLEGAL\070635\00045\17685888v14 (b) Camex and the Camex Subsidiary Bison and, to the knowledge of CamexBison, each of the other parties thereto, to any Contract to which Bison is a party is in compliance in all material respects with all covenants under any Contract, each such Contract and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on Camex or the Camex Subsidiary. 010017000-00145797; 2 26under any Contract.

Contracts, etc. (a) Except for contracts, agreements, leases and commitments entered into the Contracts listed in the ordinary course respective sections of business or Schedule 3.10 to the Zemex Disclosure Letter, true and complete copies of which have been filed asmade available to Parentco for review, neither Camex nor the Camex Subsidiary no Zemex Group Member is a party to or bound by any undischarged or unsatisfied Contract: (i) which has not been entered into in the ordinary course of business; (ii) relating to capital expenditures or improvements in excess of $100,000 250,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien Lien upon any assets, rights or properties material to the Zemex Group as a whole as security for an obligationobligation (exclusive of capitalized leases in an aggregate amount of under $1,000,000); (iv) relating to the indemnification or exculpation of any employee or agent or to the employment of any employees (other than “at-will” employment letters) or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 100,000 per annum, excluding those which may be terminated without penalty on 90 days’ notice or less; (vi) which contemplates payment payment, the increase of any benefit, or the vesting or acceleration of any benefit, on or as a result of a change of control of Camex or the Camex Subsidiary any Zemex Group Member (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder Shareholder or any Person not dealing at arm’s length with Camex or the Camex SubsidiaryZemex Group; (viii) with a bank or other financial institution relating to borrowed moneymoney or to the granting of any security interests pursuant to any borrowing from a bank or financial institution; (ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person or relating to commitments to purchase the assets of any other Person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition, disposition or lease since January 1, 1999, of any business operations or real propertyproperty material to the business of the Zemex Group; (xiiixii) limiting or restraining Camex or the Camex Subsidiary any Zemex Group Member from engaging in any activities or competing with any Personperson; (xivxiii) which involves the use of a derivative, including any forward contracts or options; or; (xiv) relating to the settlement of any dispute under which any Zemex Group Member has ongoing monetary obligations in excess of $100,000; (xv) relating to the existence payment or creation receipt of royalties, license fees or similar payments involving payments in excess of $50,000 in any bona fide offer consecutive 12 month period (exclusive of an opportunity royalties payable under agreements customary for the industry that grant a Zemex Group Member the right to extract minerals) or relating to intellectual property of the Zemex Group (including a joint venture opportunityregardless of amounts payable thereunder); or (xvi) involving in excess of $500,000 being paid by or to the Zemex Group in any Personconsecutive 12 month period. (b) Camex and the Camex Subsidiary Each Zemex Group Member, and, to the knowledge of CamexZemex, each of the other parties thereto, is in compliance with all covenants under any Contractunder, and no default on the part of any Zemex Group Member, or to the knowledge of Zemex, the other contracting parties thereto, exists under, any Contract of the type described in paragraph (a) to which such Zemex Group Member is a party, and no event with respect to any Zemex Group Member has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance compliances or default defaults as has have not had and will would not be reasonably likely to have a Material Adverse Effect on Camex or the Camex Subsidiary. 010017000-00145797; 2 26Effect.

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

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

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

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

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