Common use of Covenants of the Corporation Clause in Contracts

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e)), the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6. (b) The GEC Parties and White Deer shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Parties and/or White Deer, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Parties and/or White Deer, as applicable (subject in each case to this Section 7(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised of at least of seven nine (79) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated for nomination in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated for nomination in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; New York Stock Exchange rules and (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Section 4. (b) The GEC AES Related Parties, the Siemens Related Parties and White Deer the QIA Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated for nomination in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC AES Related Parties, Siemens Related Parties and/or White Deerthe QIA Related Parties, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC AES Related Parties, Siemens Related Parties and/or White Deerthe QIA Related Parties, as applicable (subject in each case to this Section 7(b5(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 5 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available In addition to any lender voting requirements contained in this Agreement or the organizational documents of the Corporation or any of its Subsidiaries, the Corporation shall not, directly or indirectly, enter into or conduct business or operations or hold or acquire assets in its own name or otherwise other than through Fluence LLC and its Subsidiaries under without the prior written approval of (i) AES for as long as the AES Related Parties Beneficially Own, directly or indirectly any credit agreement of the issued and outstanding Common Units and (ii) Siemens for as long as the Siemens Related Parties Beneficially Own, directly or indirectly any of the issued and outstanding Common Units; provided, however, that nothing in this clause (c) shall be deemed to prohibit the Corporation from, and no consent of AES, Siemens or any other Person shall be required for the Corporation to engage in, (i) holding or using cash received by the Corporation as a result of the Corporation’s investment in Fluence LLC or (ii) re-investing cash into Fluence LLC (whether by way of intercompany loan, investment or otherwise). (d) with respect Upon the request of either the AES Related Parties or the Siemens Related Parties that wish to (x) pledge, hypothecate or grant security interests in any or all of the shares of Common Stock held by it including to banks or financial institutions as collateral or security for loans, advances or extensions of credit or (y) transfer all (but not less than all) of the shares of Common Stock and/or Common Units held by it, including to a third party transferee, in a transfer not prohibited by the LLC Agreement, each of the Corporation and each Fluence LLC agrees to cooperate with the AES Related Parties or the Siemens Related Parties, as the case may be, in taking any action reasonably necessary to consummate any such pledge, hypothecation, grant or transfer, including without limitation, delivery of its Subsidiaries letter agreements to lenders in form and substance reasonably satisfactory to such lenders (which may include agreements by the Corporation and Fluence LLC in respect of the exercise of remedies by such lenders), instructing the transfer agent to transfer any such shares of Common Stock subject to the pledge, hypothecation or grant into the facilities of The Depository Trust Company without restricted legends and cooperating in diligence or other matters as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by either AES Related Parties or the Siemens Related Parties in connection therewith. (e) In the event that the Corporation effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Stockholder will receive equity interests in any such Original Member. Notwithstanding the foregoingNewCo as part of such separation, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke shall cause any such OptNewCo to enter into a Stockholders agreement with the Stockholders that provides AES, Siemens and QIA with rights vis-Out Notice á-vis such NewCo that are substantially identical to those set forth in writingthis Agreement.

Covenants of the Corporation. (a) The Board and the Corporation agrees agree with each of the Stockholders, individually and not jointly, to use their reasonable best efforts to take all Necessary Action (subject to cause the Board’s fiduciary duties) to (i) cause the Board to be comprised of at least of seven eleven (711) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; and (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE The Nasdaq Stock Exchange rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6. (b) The GEC Parties Xxxx Capital Ventures Entities, Highland Entities and White Deer Founder each agrees with the Corporation (and only with the Corporation) that it shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or BylawsBylaws and Securities Laws, then the Board shall inform the GEC Parties Xxxx Capital Ventures Entities, Highland Entities and/or White DeerFounder, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Parties Xxxx Capital Ventures Entities, Highland Entities and/or White DeerFounder, as applicable (subject in each case to this Section 7(b4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action (subject to the Board’s fiduciary duties) required by this Section 7 4 with respect to the nomination, appointment or election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.

Covenants of the Corporation. So long as the principal amount of the Note remains outstanding, without the consent of TIG: (ai) The Corporation agrees to take all Necessary Action to cause (i) will not alter, amend or modify in any respect the Board to be comprised at least of seven (7) Directors rights, preferences or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e)), the Charter or the Bylaws privileges of the Corporation; Note. (ii) The Corporation will not incur any indebtedness for consideration other than cash or incur in excess of an aggregate of $5,000,000 of additional indebtedness outstanding at any time beyond indebtedness shown or reflected on the individuals designated in accordance with Section 1 Corporation's balance sheet at June 30, 1998 and the principal amount of the Note. (For the purposes hereof, "indebtedness" shall not include accounts payable to be included trade creditors created or assumed in the slate ordinary course of nominees business in connection with obtaining materials or services or amounts owed to be elected at the next annual or special meeting of stockholders employees of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law ordinary course of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; business.) (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; (iv) for so long Except as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 the Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 and 6the Notice of Meeting and Proxy Statement relating to the 1998 Annual Meeting of Stockholders, the Corporation is not currently engaged in and shall not enter into any transaction with a related party, whether or not reportable pursuant to Regulation S-K promulgated by the Securities and Exchange Commission; provided that, TIG shall not unreasonably withhold or delay its consent to any such transaction. (b) The GEC Parties and White Deer shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Parties and/or White Deer, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Parties and/or White Deer, as applicable (subject in each case to this Section 7(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 with respect to the election of such substitute designees to the Board. (civ) The Corporation shall deliver not sell, transfer or cause to be delivered otherwise dispose of intellectual property of the following information to each Original MemberCorporation for consideration received in excess of $500,000, in each case, for so long as such Original Member singly or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent aggregate; provided that, TIG shall not unreasonably withhold or delay its consent to any such disposition. (1%For the purposes hereof, "intellectual property" means rights in any patent, copyright, trademark, trade dress and trade name, including any such rights related to applications in the online, interactive or multimedia environments.) (v) The Corporation shall not sell, transfer or more otherwise dispose of any assets of the Deemed Outstanding Class A Shares: Corporation, other than in the ordinary course of business, if such disposition, together with any and all other such dispositions after the Closing, constitute more than $2,000,000 of the Corporation's assets (i) as soon as available after shown or reflected in the end Corporation's most recent balance sheet, or (ii) valued at fair market value at the time of disposition, whichever is greater. (vi) The Corporation will not issue options to purchase stock of the firstCorporation or restricted stock to directors, second officers, or employees of the Corporation in consideration of services rendered, except for grants or awards pursuant to the 1994 Stock Option Plan as proposed to be amended at the 1998 Annual Meeting of Shareholders. The Corporation will provide a copy to TIG of any proposed amendments to the 1994 Plan prior to disclosure of such amendments to the Corporation's shareholders. (vii) The Corporation will not make any distribution of stock or stock rights of the Corporation to shareholders, if made at the election of any of the shareholders of the Corporation and third quarterly accounting periods such distribution would result in each fiscal year taxable income to TIG pursuant to Section 305 of the Internal Revenue Code, as amended. (viii) The Corporation will not redeem or repurchase any of the outstanding Common Stock of the Corporation, and except as provided in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, Note and the related consolidated statements of operationsStockholders Agreement. (ix) The Corporation will not merge or consolidate with, stockholders’ equityor acquire the stock or assets of, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to dateany other entity, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer or otherwise effect a reorganization of the Corporation, and reviewed by in which (in any such transaction) the Corporation’s independent auditoroutstanding Common Stock of the Corporation is issued; (ii) as soon as available after provided that, the end of each fiscal year foregoing shall not apply to any merger, consolidation or reorganization among any of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of 's subsidiaries or between the Corporation and its Subsidiaries as any subsidiary, unless such consent is required pursuant to another subparagraph of this Section 5. (x) The Corporation will not expand the size of the end Board of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available Directors to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writingmore than eight directors.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; New York Stock Exchange rules and (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx Xxxxxx Xxxxx to be the initial Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Board. (b) The GEC Original Member Related Parties and White Deer shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Original Member Related Parties and/or White Deer, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Original Member Related Parties and/or White Deer, as applicable (subject in each case to this Section 7(b4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 4 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.

Covenants of the Corporation. The Corporation hereby covenants and agrees as follows: (a) The Corporation agrees to take all Necessary Action to cause (i) until the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determineEffective Date, subject to the terms of this Agreement (including Section 6(e)), the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6. (b) The GEC Parties and White Deer shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Parties and/or White Deer, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Parties and/or White Deer, as applicable (subject in each case to this Section 7(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries subsidiaries shall carry on its business in the ordinary course and shall not enter into any transaction or incur any obligation or liability out of the ordinary course of its business, except as otherwise contemplated in this Agreement; (b) the Corporation will not directly or indirectly do any of the following: (i) issue, sell, pledge, lease, dispose of , or encumber or acquire or agree, propose, or commit to issue, sell, pledge, lease, dispose of, or encumber or acquire, as the case may be, directly or indirectly, through a subsidiary or otherwise: (A) any shares, any additional shares of, or any options, warrants, calls, commitments, subscriptions, conversion privileges, rights or any kind (or other ownership interest in its capital) of any class or securities convertible into or exchangeable for, any shares or other convertible or exchangeable securities (including, for greater certainty, issuing any shareholders’ rights) other than the exercise of Skyline Options or Skyline Warrants or as disclosed in the Circular; (B) its assets except in the ordinary course of business or in a manner that would not result in a material adverse change or as disclosed in the Circular; or (C) the Mill Equipment. (c) the Corporation shall, in a timely and expeditious manner, file the Circular in all jurisdictions where the Circular is required to be filed by the Corporation and mail the Circular to holders Skyline Common Shareholders, the directors of the corporation and the auditors of the Corporation, all in accordance with the terms of the Interim Order and applicable law; (d) the Corporation shall perform the obligations required to be performed by it, and shall enter into all agreements required to be entered into by it, under this Agreement and the Plan of Arrangement and shall do all such other acts and things as may be necessary for such Original Member or desirable in order to comply with its respective reportingcarry out and give effect to the Arrangement and the related transactions as described in the Circular and, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding without limiting the generality of the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses shall seek: (i) – the approval of Skyline Common Shareholders required for the implementation of the Arrangement, (ii) the confirmation of the listing of the New Skyline Common Shares on the CDNX, (iii) the Final Order as provided for in section 3.4; (iv) use its best efforts to apply for and obtain such other consents, orders or approvals as counsel for the Corporation and Copper Mountain may advise are necessary or desirable for the implementation of the Arrangement, including those referred to in section 3.4 hereof; and (v) such other consents, orders, rulings, approvals and assurances as counsel may advise are necessary or desirable for the implementation of the Arrangement, including those referred to in section 4.1; (e) until the Effective Date, the Corporation will not, and will not permit any of its subsidiaries, to merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization with, any other corporation or person or perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated hereby, other than as contemplated in this Agreement or in the Circular, and without limiting the generality of the foregoing, the Corporation will not, and will not permit any of its subsidiaries to: (i) make any distribution by way of dividend, return of capital or otherwise to or for the benefit of its shareholders; (ii) issue any of its shares or debentures or other securities convertible into shares or any other rights to purchase shares or debentures or enter into any commitment or agreement therefor, other than those described in the Circular; or (iii) make any payment to any director, officer or employee except pursuant to existing employment arrangements; (f) the Corporation will not alter or amend its constating documents as the same exist at the date of this Agreement other than as disclosed in the Circular and this Agreement; (g) except as contemplated in the Circular, the Corporation will not, until the Effective Date, engage in any business, enterprise or other activity different from that carried on by it at the date of this Agreement or enter into any transaction or incur (except in respect of obligations or liabilities to which it is already legally subject) any obligation, expenditure or liability other than in the ordinary course of its business, as presently conducted or as truly be required to proceed in accordance with the Arrangement; (h) the Corporation will furnish to Copper Mountain and New Skyline such information, in addition to the information contained in this Agreement, relating to the financial condition, business, properties and affairs of the Corporation and its subsidiaries as may reasonably be requested by Copper Mountain or New Skyline, which information will be true and complete in all material respects and will not contain an “Opt-Out Notice”)untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading; (i) the Corporation will ensure that the information and Corporation Financial Statements contained in the Circular and any related documentation to be distributed in connection with the solicitation of proxies by the management of the Corporation for the Meeting will be true, correct and complete in all material respects and will not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made; (j) the Corporation will do all such other acts and things as may be necessary or desirable in order to give effect to the Arrangement and, without limiting the generality of the foregoing, the Corporation will apply, together with Copper Mountain, for and obtain the Interim Order and the Final Order as provided in section 3.4 hereof; (k) the Corporation will convene the Meeting as soon as practicable and will solicit proxies to be voted at the Meeting in favour of the Arrangement and all other resolutions referred to in the Circular; provided, that such Original Member may later revoke any such Opt-Out Notice and (l) the Corporation will use all reasonable efforts to cause each of the conditions precedent set out in writingsections 4.1 and 4.2 to be complied with on or before the Effective Date.

Covenants of the Corporation. (a) The Board and the Corporation agrees agree use their reasonable best efforts to take all Necessary Action (subject to cause the Board’s fiduciary duties) to (i) cause the Board to be comprised of at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; The Nasdaq Stock Exchange rules and (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx cause a Just Rocks Director to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Board. (b) The GEC Mainsail Related Parties and White Deer the Just Rocks Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or BylawsBylaws and Securities Laws, then the Board shall inform the GEC Mainsail Related Parties and/or White Deerthe Just Rocks Related Parties, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Mainsail Related Parties and/or White Deerthe Just Rocks Related Parties, as applicable (subject in each case to this Section 7(b4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action (subject to the Board’s fiduciary duties) required by this Section 7 4 with respect to the nomination, appointment or election of such substitute designees to the Board. (c) The In addition to any voting requirements contained in this Agreement or the organizational documents of the Corporation or any of its Subsidiaries, the Corporation shall deliver not, directly or cause to be delivered indirectly, enter into or conduct business or operations or hold or acquire assets in its own name or otherwise other than through Brilliant Earth, LLC and its Subsidiaries without the following information to prior written approval of (i) Mainsail and each Original Member, in each case, of the Mainsail Holdcos for so as long as such Original Member or its Affiliates the Mainsail Related Parties beneficially ownsown, directly or indirectly, in the aggregate at least one five percent (15%) or more of all issued and outstanding Common Units and (ii) Just Rocks for as long as the Deemed Outstanding Class A Shares: Just Rocks Related Parties beneficially own, directly or indirectly, in the aggregate five percent (5%) or more of all issued and outstanding Common Units, provided, however, that nothing in this clause (c) shall be deemed to prohibit the Corporation from, and no consent of Mainsail Mainsail Holdcos, Just Rocks or any other Person shall be required for the Corporation to engage in, (i) holding or using cash received by the Corporation as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year a result of the Corporation’s investment in Brilliant Earth, LLC or (ii) re-investing cash into Brilliant Earth, LLC (whether by way of intercompany loan, investment or otherwise). (d) If the Corporation ceases to be subject to the periodic reporting requirements of the Exchange Act of 1934, as amended, or any during which the Corporation is not in compliance with such requirements, the Corporation shall deliver to the Mainsail Related Parties (i) annual audited, consolidated and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet consolidating financial statements of the Corporation and its Subsidiaries as of (including the Company) within 120 days after the end of each such fiscal year, certified by a nationally or regionally recognized independent public accounting firm selected by the Corporation’s board of directors and (ii) quarterly periodunaudited, consolidated and the related consolidated consolidating financial statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period (including the Company), including a balance sheet and for the current fiscal year to datestatements of income, together with all related notes cash flow and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporationstockholders equity, and reviewed by the Corporation’s independent auditor; (ii) as soon as available updated capitalization tables, within 30 days after the end of each fiscal year of the Corporationquarter, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end accompanied by a comparison of such fiscal year, quarterly results with budgeted results and with the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures results for the previous fiscal corresponding period for the prior year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE Nasdaq Stock Market rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx an ACON Director to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Section 4. (b) The GEC ACON Related Parties, the Fundamental Related Parties and White Deer Xx. Xxxxxxxx shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC ACON Related Parties, the Fundamental Related Parties and/or White DeerXx. Xxxxxxxx, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC ACON Related Parties and/or White Deerthe Fundamental Related Parties, as applicable (subject in each case to this Section 7(b5(b)); provided, however, that if the Board informs Xx. Xxxxxxxx that Xx. Xxxxxxxx cannot be appointed or elected as set forth in this Section 5(b), Xx. Xxxxxxxx shall not be entitled to nominate a substitute to the Board. The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 5 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.

Covenants of the Corporation. (a) The Corporation covenants and agrees to take all Necessary Action to cause that, until the Effective Date or the earlier termination of this Agreement in accordance with Article VII, except (i) with the Board prior written consent of ADSX to any deviation therefrom (such consent not to be comprised at least of seven unreasonably withheld as it relates to sections (7xvii and (xx)); (ii) Directors with respect to any binding commitments which were disclosed in the Disclosure Letter; or such other number of Directors as the Board may determine, subject (iii) with respect to the terms any matter contemplated by or arising out of this Agreement (including Section 6(e))or the Plan of Arrangement, the Charter Corporation will: (i) and will cause each of the Subsidiaries to, carry on its business in, and only in, the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable efforts to preserve intact its present business organization and keep available the services of its present officers and employees and others having business dealings with it to the end that its goodwill and business shall be maintained, provided nothing in this Agreement shall be construed as requiring EXI Solutions Inc. to carry on business; (ii) not, and will cause each of the Subsidiaries not to, commence to undertake a substantial or unusual expansion of its business facilities or an expansion that is out of the ordinary course of business consistent with prior practice in light of current market and economic conditions; (iii) not declare or pay any dividends on or make any other distributions on or in respect of the outstanding shares of the Corporation; (iv) not amend its articles or by-laws, including, but not limited to, a subdivision or consolidation of Common Shares; (v) not allot, reserve, set aside or issue, authorize or propose the allotment, reservation, setting aside or issuance of, or purchase or redeem or propose the purchase or redemption of, any shares in its capital or of any Subsidiary or any class or securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchangeable securities, except for (a) issuances by a Subsidiary of the Corporation of its capital stock to the Corporation and (b) the issuance of Common Shares pursuant to vested Dilutive Securities granted prior to January 25, 2005; (vi) not, whether through its Board of Directors or otherwise, amend the exercise price or term or accelerate the vesting of any unvested Dilutive Securities or accelerate the release of, or the Bylaws expiry date of any hold period relating to, any Common Shares held in either the Corporation’s employee share purchase plan or otherwise amend, vary or modify, or take any other action under, either such Plan or the Corporation’s stock option plan; (vii) not, and will cause each of the Subsidiaries not to, modify, amend or terminate any material contract or agreement to which the Corporation or Subsidiary is a party or waive, release or assign any material rights or claims; (viii) not, and will cause each of the Subsidiaries not to, acquire or agree to acquire any Common Shares or other outstanding securities, whether by public or private transaction, pursuant to any normal course or substantial issuer bid, or otherwise, or any shares or other outstanding securities of any Subsidiary; (ix) not, and will cause each of the Subsidiaries not to, acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing substantially all of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof, (other than inventory and equipment in the ordinary course consistent with past practice, to the extent not otherwise prohibited by this Agreement); (x) not, and will cause each of the Subsidiaries not to, except with respect to the sale in the ordinary course of business consistent with past practice, sell, lease or otherwise dispose of any of its assets; (xi) not, and will cause each of the Subsidiaries not to, guarantee the payment of indebtedness or incur indebtedness for money borrowed or issue or sell any debt securities; (xii) continue to provide ADSX and its representatives with information as reasonably requested by them from time to time concerning the business, assets, liabilities and affairs of the Corporation and the Subsidiaries, and with access (on a basis that does not detract unreasonably from their performance of their business responsibilities) to management and employees of the Corporation and the Subsidiaries; (xiii) use its reasonable efforts to comply promptly with all requirements which applicable Laws may impose on the Corporation or the Subsidiaries with respect to the transactions contemplated hereby and by the Arrangement; (xiv) not permit the Corporation or the Subsidiaries to grant any of their employees any increase in compensation, to pay any bonus or to pay any severance or termination amounts whether or not such compensation, payment or amount is payable in cash, enter into any employment agreement with any executive officer or adopt any benefit plan except to the extent required by Laws for severance payable on termination of an employee for cause or to the extent required by Laws as a result of an employee voluntarily terminating his employment; (xv) not permit the Corporation or a Subsidiary to adopt or implement any bonus or commission plan or arrangement not in effect as at the date of this Agreement; (xvi) not, and will cause each of the Subsidiaries not to, enter into any contracts, agreements, options, or arrangements or incur or assume any obligation or liability (whether fixed or contingent) with, on behalf of, or with respect to any “related party” (as that term is Ontario Securities Commission Rule 61-501); and (xvii) not, and will cause each of the Subsidiaries not to, enter into any: (A) contract that cannot by its terms be terminated by the Corporation or a Subsidiary with 30 days’ or less notice without penalty or whose term continues beyond one year after the date of this Agreement; (B) contract or commitment for capital expenditures by the Corporation or a Subsidiary in excess of $50,000 per calendar quarter in the aggregate; (C) lease or license with respect to any properties, real or personal, whether as landlord, tenant, licensor or licensee; (D) agreement, contract, indenture or other instrument relating to the borrowing of money or the guarantee of any obligation or the deferred payment of the purchase price of any properties; (E) partnership agreement; (F) contract with any Affiliate of the Corporation or a Subsidiary relating to the provision of goods or services by or to the Corporation of the Subsidiary, as the case may be; (G) agreement for the sale of any assets that in the aggregate have a net book value on the books of the Corporation or a Subsidiary of greater than $5,000 other than sales of inventory in the normal course of business; (H) agreement that purports to limit the freedom of the Corporation or a Subsidiary to compete freely in any line of business or in any geographic area; (I) preferential purchase right, right of first refusal, or similar agreement; or (J) other contract that is material to the business of the Corporation or a Subsidiary; (xviii) promptly advise ADSX orally and, if then requested, in writing: (A) of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of the Corporation contained in this Agreement, if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; (B) of any Material Adverse Change in respect of the Corporation; and (iiC) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of any breach by the Corporation at which Directors are of any covenant or agreement contained in this Agreement; (xix) not make any change with respect to be electedany accounting methods, in accordance with principles or practices used by the BylawsCorporation; and (xx) not modify, Charter and General Corporation Law of amend or terminate the State of Delaware and at each annual meeting of stockholders of agreement dated January 18, 2005 between the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6.Focus Enterprises Inc. (b) The GEC Parties Corporation shall and White Deer shall comply with cause the requirements Subsidiaries to perform all obligations required or desirable to be performed by the Corporation or any of the Charter Subsidiaries under this Agreement and Bylaws when designating shall do all such other acts and nominating individuals things as Directorsmay be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in each casethis Agreement and, without limiting the generality of the foregoing, the Corporation shall and where appropriate shall cause Subsidiaries to: (i) use all reasonable efforts to obtain the approvals of holders of Common Shares to the Arrangement, subject, however, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that exercise by the Board determines, within sixty (60) days after compliance with of Directors of the first sentence of this Section 7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach Corporation of its fiduciary duties as provided herein; (ii) apply for and use all reasonable efforts to obtain all Regulatory Approvals relating to the Corporation’s stockholders Corporation or does not otherwise comply with any requirements of the Charter Subsidiaries; (iii) apply for and use all reasonable efforts to obtain the Interim Order and the Final Order; (iv) defend all lawsuits or Bylawsother legal, then regulatory or other proceedings challenging or affecting this Agreement or the Board shall inform consummation of the GEC Parties and/or White Deer, as applicable, of such determination in writing and explain in transactions contemplated hereby; (v) use all reasonable detail the basis for such determination and shall, efforts to have lifted or rescinded any injunction or restraining order or other order relating to the fullest extent permitted Corporation or a Subsidiary which may adversely affect the ability of the parties to consummate the transactions contemplated hereby; and (vi) effect all necessary registrations, filings and submissions of information required by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Parties and/or White Deer, as applicable (subject in each case to this Section 7(b)). The Board and Governmental Entities from the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 with respect to the election or any of such substitute designees to the Boardits subsidiaries. (c) The Corporation shall deliver shall, before the Effective Date, cause the termination, without compensation or cause to be delivered the following information to each Original Memberany other payment or liability in connection with such termination, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: the: (i) as soon as available after the end of the firstConsulting and Executive Agreement dated October 29, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of 1999 between the Corporation and its Subsidiaries Xxxxx Xxxxx; and (ii) Management Services Agreement dated March 9, 1998, as of the end of each such quarterly periodamended, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of between the Corporation and its Subsidiaries for Corpanada Capital Inc. and provide evidence satisfactory to ADSX, acting reasonably, of such quarterly period and for termination. (d) The Corporation shall, before the current fiscal year Effective Date, cause EXI Solutions Inc. to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject be dissolved pursuant to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods Section 316 of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the CorporationBusiness Corporations Act (British Columbia), and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporationshall provide evidence satisfactory to ADSX, and in any event within ninety (90) days thereafteracting reasonably, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writingdissolution.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven nine (79) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE NASDAQ rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx and Xxxxxxx X. Xxxx to be the Chairperson Chairpersons of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6. (b) The GEC Centerbridge Parties and White Deer NVX Holdings shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Centerbridge Parties and/or White DeerNVX Holdings, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Centerbridge Parties and/or White DeerNVX Holdings, as applicable (subject in each case to this Section 7(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of all issued and outstanding shares of Class A Common Stock (including for this purpose the Deemed Outstanding Underlying Class A Shares: ): (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised comprise at least of seven nine (79) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees proposed to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, or in actions by written consent or otherwise so as to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote), in accordance with the Bylaws, Charter Charter, Securities Laws, and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expiresexpires or in any action by written consent or otherwise to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote); (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware Delaware; and the NYSE rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Section 4. (b) The GEC Parties HIG and White Deer the IVP Holdcos shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board Corporation shall inform HIG and/or the GEC Parties and/or White DeerIVP Holdcos, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shallshall cause the Board, to the fullest extent permitted by law, to nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by HIG and/or the GEC Parties and/or White DeerIVP Holdcos, as applicable (subject in each case to this Section 7(b5(b)). The Board and the Corporation shall, and shall cause the Board to, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 5 with respect to the election of such substitute designees to the Board. (c) The Corporation Each Stockholder shall deliver have the right, at any time or cause from time to be delivered the following information time, to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second request and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports have made available to any lender of it by the Corporation or any such financial and similar information not duplicative of its Subsidiaries under any credit agreement or otherwise) with respect to what is customarily prepared by the Corporation and each of its Subsidiaries as such Stockholder may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Memberrequest. Notwithstanding the foregoing, any Original Member the Corporation may deliver written notice restrict access to the foregoing to the extent that (x) any applicable law requires it or (y) the Corporation requesting determines that restricting such Original Member not receive access is reasonably necessary to preserve any of the information in the foregoing clauses (i) – (iv) (an “Optevidentiary or attorney-Out Notice”); provided, that such Original Member may later revoke client privilege or to comply with any such Opt-Out Notice in writingcontract.

Covenants of the Corporation. The Corporation further agrees to do as follows: (a) The the covenants made by the Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e)), the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to Subscription Agreements will be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance complied with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6.fully; (b) The GEC Parties permit the Agent and White Deer its counsel to participate fully in the preparation of the Transaction Documents and allow the Agent and its counsel to conduct all due diligence which the Agent may reasonably require; (c) forthwith after the Closing (as hereinafter defined), file such documents as may be required under the applicable securities laws of the Selling Jurisdictions relating to the private placement of the Units which, without limiting the generality of the foregoing, shall comply include a Form 45-501F1 in Ontario and Form 45-103F4 in Alberta and British Columbia; (d) complete the distribution of the Offered Securities in compliance with the requirements of applicable securities legislation in the Charter and Bylaws when designating and nominating individuals Selling Jurisdictions; (e) to use its best efforts to maintain its status as Directorsa reporting company not in default of applicable securities laws, in each caseall jurisdictions where it is presently a reporting company, to the extent such requirements are and as a corporation in good standing under applicable to Directors generally. Notwithstanding anything to the contrary set forth hereincorporate laws, in the event until December 31, 2006 provided that the Board determines, within sixty (60) days after compliance with foregoing shall not restrict the first sentence of this Section 7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Parties and/or White Deer, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Parties and/or White Deer, as applicable (subject in each case to this Section 7(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet ability of the Corporation and its Subsidiaries as to complete a merger, sale, acquisition or other similar transaction, one of the end results of each which is that the Corporation ceases to be a reporting issuer in any or all of such quarterly periodjurisdictions; (f) to use its best efforts to file with the US Securities and Exchange Commission a registration statement on Form SB-2 registering for resale at the option of the subscribers of the Units, the common stock underlying the Units (the “Registration Statement”) and have the registration statement declared effective within 120 days of the Closing of the Offering; (g) Prior to commencing any operations, Searchlight Minerals Corp. will obtain all necessary permits and post all reclamation and surety bonds required by the Federal Surface Management Regulations promulgated by the Department of the Interior, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) reclamation and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified permitting regulations promulgated by the Chief Financial Officer Nevada Division of the CorporationEnvironmental Protection, Bureau of Mining Regulation and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the CorporationRegulation, and in any event within ninety (90) days thereafterNevada Administrative Code, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement and all similar or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writingsuccessor regulations.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised comprise at least of seven nine (79) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees proposed to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, or in actions by written consent or otherwise so as to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote), in accordance with the Bylaws, Charter Charter, Securities Laws, and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expiresexpires or in any action by written consent or otherwise to effectuate the provisions of this Agreement (as may be permitted under the Corporation’s Bylaws and Charter at the time of such vote); (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware Delaware; and the NYSE rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6.Section 4. ​ ​ ​ (b) The GEC Parties HIG and White Deer the IVP Holdcos shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board Corporation shall inform HIG and/or the GEC Parties and/or White DeerIVP Holdcos, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shallshall cause the Board, to the fullest extent permitted by law, to nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by HIG and/or the GEC Parties and/or White DeerIVP Holdcos, as applicable (subject in each case to this Section 7(b5(b)). The Board and the Corporation shall, and shall cause the Board to, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 5 with respect to the election of such substitute designees to the Board. (c) The Corporation Each Stockholder shall deliver have the right, at any time or cause from time to be delivered the following information time, to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second request and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports have made available to any lender of it by the Corporation or any such financial and similar information not duplicative of its Subsidiaries under any credit agreement or otherwise) with respect to what is customarily prepared by the Corporation and each of its Subsidiaries as such Stockholder may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Memberrequest. Notwithstanding the foregoing, any Original Member the Corporation may deliver written notice restrict access to the foregoing to the extent that (x) any applicable law requires it or (y) the Corporation requesting determines that restricting such Original Member not receive access is reasonably necessary to preserve any of the information in the foregoing clauses (i) – (iv) (an “Optevidentiary or attorney-Out Notice”); provided, that such Original Member may later revoke client privilege or to comply with any such Opt-Out Notice in writingcontract.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised of at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE New York Stock Exchange rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx cause a Rook Director to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Section 4. (b) The GEC Searchlight Related Parties and White Deer the Rook Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Searchlight Related Parties and/or White Deerthe Rook Related Parties, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Searchlight Related Parties and/or White Deerthe Rook Related Parties, as applicable (subject in each case to this Section 7(b5(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 5 with respect to the election of such substitute designees to the Board. (c) The In addition to any voting requirements contained in this Agreement or the organizational documents of the Corporation or any of its Subsidiaries, the Corporation shall deliver not, directly or cause to be delivered indirectly, enter into or conduct business or operations or hold or acquire assets in its own name or otherwise other than through Shift4 LLC and its Subsidiaries without the following information to prior written approval of (i) Searchlight and each Original Member, in each case, of the Searchlight Holdcos for so as long as such Original Member or its Affiliates the Searchlight Related Parties beneficially ownsown, directly or indirectly, in the aggregate at least one five percent (15%) or more of all issued and outstanding Common Units and (ii) Rook Holdings for as long as the Deemed Outstanding Class A Shares: Rook Holdings Related Parties beneficially own, directly or indirectly, in the aggregate five percent (5%) or more of all issued and outstanding Common Units, provided, however, that nothing in this clause (c) shall be deemed to prohibit the Corporation from, and no consent of Searchlight, Rook Holdings or any other Person shall be required for the Corporation to engage in, (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of holding or using cash received by the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon a result of the Corporation’s independent auditorinvestment in Shift4 LLC or (ii) re-investing cash into Shift4 LLC (whether by way of intercompany loan, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement investment or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing...

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE Nasdaq Stock Market rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx an ACON Director to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Section 4. (b) The GEC ACON Related Parties, the Fundamental Related Parties and White Deer Mx. Xxxxxxxx shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC ACON Related Parties, the Fundamental Related Parties and/or White DeerMx. Xxxxxxxx, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC ACON Related Parties and/or White Deerthe Fundamental Related Parties, as applicable (subject in each case to this Section 7(b5(b)); provided, however, that if the Board informs Mx. Xxxxxxxx that Mx. Xxxxxxxx cannot be appointed or elected as set forth in this Section 5(b), Mx. Xxxxxxxx shall not be entitled to nominate a substitute to the Board. The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 5 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) cause the Board to be comprised of at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) cause the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE New York Stock Exchange rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx cause a Rook Director to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Section 4. (b) The GEC Searchlight Related Parties and White Deer the Rook Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b5(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Searchlight Related Parties and/or White Deerthe Rook Related Parties, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Searchlight Related Parties and/or White Deerthe Rook Related Parties, as applicable (subject in each case to this Section 7(b5(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 5 with respect to the election of such substitute designees to the Board. (c) The In addition to any voting requirements contained in this Agreement or the organizational documents of the Corporation or any of its Subsidiaries, the Corporation shall deliver not, directly or cause to be delivered indirectly, enter into or conduct business or operations or hold or acquire assets in its own name or otherwise other than through Shift4 LLC and its Subsidiaries without the following information to prior written approval of (i) Searchlight and each Original Member, in each case, of the Searchlight Holdcos for so as long as such Original Member or its Affiliates the Searchlight Related Parties beneficially ownsown, directly or indirectly, in the aggregate at least one five percent (15%) or more of all issued and outstanding Common Units and (ii) Rook Holdings for as long as the Deemed Outstanding Class A Shares: Rook Holdings Related Parties beneficially own, directly or indirectly, in the aggregate five percent (5%) or more of all issued and outstanding Common Units, provided, however, that nothing in this clause (c) shall be deemed to prohibit the Corporation from, and no consent of Searchlight, Rook Holdings or any other Person shall be required for the Corporation to engage in, (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of holding or using cash received by the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon a result of the Corporation’s independent auditorinvestment in Shift4 LLC or (ii) re-investing cash into Shift4 LLC (whether by way of intercompany loan, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement investment or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.

Covenants of the Corporation. The Corporation shall act in good faith in completing the Arrangement as soon as reasonably practicable and, without limiting the generality of the foregoing, shall: (a) The Corporation agrees to take all Necessary Action to cause (i) in co-operation with the Board to be comprised at least other Parties, make an application, as soon as reasonably practicable after the execution of seven (7) Directors or such other number of Directors as the Board may determinethis Agreement, subject to the Court for the Interim Order on the terms of this Agreement set out in section 5.1; (including Section 6(e))b) in co-operation with the other Parties, prepare the Charter or Information Circular for distribution to the Bylaws of Shareholders in connection with the Corporation; (ii) Meeting, which circular shall be prepared and distributed to the individuals designated Shareholders in accordance with Section 1 to be included in applicable Laws and which circular shall contain a recommendation of the slate board of nominees to be elected at the next annual or special meeting of stockholders directors of the Corporation that the Shareholders vote in favour of the Arrangement at which Directors are the Meeting, and ensure that the Information Circular shall comply as to form and content in all material respects with the requirements of applicable Law and that the information contained in the Information Circular (other than the information referred to in paragraphs 2.2(b) and 2.5(b)) will not contain any untrue statement of a material fact and will not omit to state a material fact that is required to be elected, stated or that is necessary to make a statement therein contained not misleading in light of the circumstances in which it was made; (c) file the Information Circular in all jurisdictions where the same is required and convene the Meeting in accordance with the Bylaws, Charter Interim Order in a timely and General Corporation Law expeditious manner and solicit proxies to be voted at the Meeting in favour of the State of Delaware Arrangement and at each annual meeting of stockholders of conduct the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, Meeting in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law articles and by-laws of the State Corporation and as otherwise may be required by applicable Laws; (d) subject to the approval of Delaware the Arrangement by the Shareholders, in co-operation with the other Parties, make the appropriate application to the Court for the Final Order and in so doing advise the Court, prior to the granting of the Final Order that, if the Arrangement is approved, the Newmont Shares to be issued and exchanged pursuant to the Arrangement shall not require registration under the U.S. Securities Act by virtue of section 3(a)(10) thereof and the NYSE rules; Final Order; (ive) for so long as subject to obtaining the GEC Affiliates are entitled to designate any individuals Final Order and the satisfaction or waiver of the other conditions contained herein in favour of each Party, send to the Board Director, pursuant to section 183 of the OBCA, the Articles of Arrangement and such other documents as may reasonably be required in accordance with Section 1(bconnection therewith under the OBCA to give effect to the Arrangement and take all further steps, including obtaining the Certificate of Arrangement, as may reasonably be required to complete the Arrangement; (f) hereof, Xxxxxxxx X. Xxxxxxxxx use all reasonable efforts in a timely and expeditious manner to cause each of the conditions precedent set out in Part 4 hereof which requires action by it to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6. (b) The GEC Parties and White Deer shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of satisfied on a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Parties and/or White Deer, as applicable, of such determination in writing and explain in reasonable detail the timely basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Parties and/or White Deer, as applicable (subject in each case to this Section 7(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five no later than December 31, 2000; (45g) deliver to BMG and Newmont, no later than 30 days thereafterprior to the Meeting, an unaudited consolidated balance sheet a letter identifying all persons who are, or may be deemed to be, at the time of the Meeting, "affiliates" of the Corporation and its Subsidiaries as within the meaning of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (lossRule 145(c) and cash flows of Rule 144(a)(1) under the Corporation U.S. Securities Act and shall use its Subsidiaries for such quarterly period reasonable best efforts to cause each person who is identified as an "affiliate" to execute and for deliver to BMG and Newmont, prior to the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafterEffective Date, an audited consolidated balance sheet of Affiliate Agreement; and (h) deliver to the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, Parties such other information documents and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries certificates as may be necessary for such Original Member to comply reasonably required by the other Parties in connection with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any completion of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writingArrangement.

Covenants of the Corporation. The Corporation further agrees to do as follows: (a) The the covenants made by the Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e)), the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to Subscription Agreements will be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance complied with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx to be the Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6.fully; (b) The GEC Parties permit the Agent and White Deer its counsel to participate fully in the preparation of the Transaction Documents and allow the Agent and its counsel to conduct all due diligence which the Agent may reasonably require; (c) forthwith after the Closing (as hereinafter defined), file such documents as may be required under the applicable securities laws of the Selling Jurisdictions relating to the private placement of the Units which, without limiting the generality of the foregoing, shall comply include a Form 45-106F1 in Ontario, Alberta and British Columbia; (d) complete the distribution of the Offered Securities in compliance with the requirements of applicable securities legislation in the Charter and Bylaws when designating and nominating individuals Selling Jurisdictions; (e) to use its best efforts to maintain its status as Directorsa reporting company not in default of applicable securities laws, in each caseall jurisdictions where it is presently a reporting company, to the extent such requirements are and as a corporation in good standing under applicable to Directors generally. Notwithstanding anything to the contrary set forth hereincorporate laws, in the event until December 31, 2008 provided that the Board determines, within sixty (60) days after compliance with foregoing shall not restrict the first sentence of this Section 7(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Parties and/or White Deer, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Parties and/or White Deer, as applicable (subject in each case to this Section 7(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet ability of the Corporation and its Subsidiaries as to complete a merger, sale, acquisition or other similar transaction, one of the end results of each which is that the Corporation ceases to be a reporting issuer in any or all of such quarterly periodjurisdictions; (f) to use its best efforts to file with the US Securities and Exchange Commission a registration statement on Form SB-2 registering for resale at the option of the subscribers of the Units, the common stock underlying the Units, the Broker’s Warrant and the BW Shares (the “Registration Statement”) and have the registration statement declared effective within 120 days of the Closing of the Offering; (g) Prior to commencing any operations, Searchlight Minerals Corp. will obtain all necessary permits and post all reclamation and surety bonds required by the Federal Surface Management Regulations promulgated by the Department of the Interior, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) reclamation and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified permitting regulations promulgated by the Chief Financial Officer Nevada Division of the CorporationEnvironmental Protection, Bureau of Mining Regulation and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the CorporationRegulation, and in any event within ninety (90) days thereafterNevada Administrative Code, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement and all similar or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writingsuccessor regulations.

Covenants of the Corporation. (a) The Corporation agrees to take all Necessary Action to cause (i) the Board to be comprised at least of seven (7) Directors or such other number of Directors as the Board may determine, subject to the terms of this Agreement (including Section 6(e))Agreement, the Charter or the Bylaws of the Corporation; (ii) the individuals designated in accordance with Section 1 to be included in the slate of nominees to be elected at the next annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such Director’s term expires; (iii) the individuals designated in accordance with Section 2(c2(b) to fill the applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware and the NYSE rules; New York Stock Exchange rules and (iv) for so long as the GEC Affiliates are entitled to designate any individuals to the Board in accordance with Section 1(b) hereof, Xxxxxxxx X. Xxxxxxxxx Xxxxxx Xxxxx to be the initial Chairperson of the Board and (v) to adhere to, implement and enforce the provisions set forth in Sections 5 and 6Board. (b) The GEC Original Member Related Parties and White Deer shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 7(b4(b), in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter or Bylaws, then the Board shall inform the GEC Original Member Related Parties and/or White Deer, as applicable, of such determination in writing and explain in reasonable detail the basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated for nomination, election or appointment to the Board by the GEC Original Member Related Parties and/or White Deer, as applicable (subject in each case to this Section 7(b4(b)). The Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action required by this Section 7 4 with respect to the election of such substitute designees to the Board. (c) The Corporation shall deliver or cause to be delivered the following information to each Original Member, in each case, for so long as such Original Member or its Affiliates beneficially owns, directly or indirectly, in the aggregate at least one percent (1%) or more of the Deemed Outstanding Class A Shares: (i) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Corporation, and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of each such quarterly period, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the current fiscal year to date, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied (subject to normal year-end audit adjustments) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, in reasonable detail and certified by the Chief Financial Officer of the Corporation, and reviewed by the Corporation’s independent auditor; (ii) as soon as available after the end of each fiscal year of the Corporation, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the Corporation and its Subsidiaries as of the end of such fiscal year, and the related audited consolidated statements of operations, stockholders’ equity, comprehensive income (loss) and cash flows of the Corporation and its Subsidiaries for such year, together with all related notes and schedules thereto, prepared in accordance with GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the audit reports thereon of the Corporation’s independent auditor, in reasonable detail and certified by the Chief Financial Officer of the Corporation; (iii) reasonably promptly after the end of each calendar month, monthly management reports and information packets, including budgets, forecasts, business plans, results of operations and other similar matters; and (iv) with reasonable promptness, such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries as may be necessary for such Original Member to comply with its respective reporting, regulatory, or other legal requirements and/or as may from time to time be reasonably requested by any such Original Member. Notwithstanding the foregoing, any Original Member may deliver written notice to the Corporation requesting that such Original Member not receive any of the information in the foregoing clauses (i) – (iv) (an “Opt-Out Notice”); provided, that such Original Member may later revoke any such Opt-Out Notice in writing.