Common use of Duties of Manager Clause in Contracts

Duties of Manager. The Company hereby retains Manager to actively assist in the management of the Company’s operations. Manager accepts such appointment and agrees to discharge faithfully and diligently the duties set forth herein and implement the policies established by the Company’s board of directors (the “Board of Directors”), including, but not limited to, the following: i. Use commercially reasonable efforts to negotiate, arrange, and execute for and on the Company’s behalf, through industry-standard tenders, the purchase and stockpile of 99.97% purity or better indium over a prudent period of time. The Manager, on the Company’s behalf, may enter into long-term and or short-term supply contracts with indium suppliers; ii. Provide to the Board of Directors delivery and payment particulars with respect to each purchase and sale of indium; iii. Use commercially reasonable efforts to negotiate and arrange for the transportation and storage of the Company’s indium stockpile at third-party facilities located in the United States, Canada and or the United Kingdom, in accordance with standard industry terms. The Manager is not required to retain a custodian on our behalf; iv. Use commercially reasonable efforts to negotiate and arrange for indemnities or insurance on the Company’s indium stockpile, in accordance with standard industry practices by either the third-party storage facility’s insurance policy, a separately purchased insurance policy or both; v. Conduct limited inspections of the indium delivered to the Company regarding the 99.97% purity or better requirements, based on the following: 1. if indium is purchased from a supplier known to be a regular indium industry supplier, the Manager will not be responsible for conducting any chemical assays or other tests designed to verify that such indium meets the 99.97% purity or better requirements as established by Regular Industry Practice. For the purposes of this Agreement, Regular Industry Practice means purchasing, storing or selling the metal indium containing a 99.97% purity level or better, delivered in the form of Ingots, which are individually wrapped in transparent polyethylene bags having a minimum thickness of 0.004 inches; 2. if indium is purchased from a third-party supplier that is not known to be a regular indium industry supplier, the Manager, at its discretion, may hire, at the Company’s expense, an independent lab to perform random assay tests using glow-discharge mass spectrometry (“GDMS”) to verify the purity of the indium; vi. At the Manager’s discretion, negotiate and arrange for the lending and/or sale of indium from the Company’s stockpile to: (1) generate cash to satisfy the Company’s operating expenses (2) facilitate the Manager’s ability to negotiate long-term and or short-term supply contracts with potential indium suppliers to acquire an indium stockpile (3) take advantage of periodic shortages in the indium market based on market conditions that the Manager deems favorable to the Company; vii. Arrange, negotiate and execute any additional documents regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf, including, but not limited to, corporate, title, environmental, financial documents and other material agreements regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf; viii. On a quarterly basis, prepare a report (the “Quarterly Report”) to be made available to the Company and the Board of Directors regarding the net market value (the “NMV”) of each share of the Company’s common stock. NMV shall be determined by multiplying the number of kilograms of indium held by or for the Company by the last spot price for indium published by Metal Bulletin posted on Bloomberg L.P. for the month, plus cash and any other Company assets, less any and all of the Company’s outstanding payables, indebtedness and any other liabilities, divided by the total number of outstanding common shares. ix. Prepare, or cause to be prepared, any and all regulatory filing materials, reports to the Company’s stockholders, and other reports to the Board of Directors as may be reasonably requested from time to time; and x. Furnish office facilities, service and supplies and generally oversee with the Management’s staff and independent contractors, management of the Company’s business and affairs.

Duties of Manager. The Company hereby retains Manager to actively assist in the management of the Company’s operations. Manager accepts such appointment and agrees to discharge faithfully and diligently the duties set forth herein and implement the policies established by the Company’s board of directors (the “Board of Directors”), including, but not limited to, the following: i. Use commercially reasonable efforts to negotiate, arrange, and execute for and on the Company’s behalf, through industry-standard tenders, the purchase and stockpile of 99.97indium with a minimum purity of 99.99% purity or better indium over a prudent period of time. The Manager, on the Company’s behalf, may enter into long-term and or short-term supply contracts with indium suppliers; ii. Provide to the Board of Directors delivery and payment particulars with respect to each purchase and sale of indium; iii. Use commercially reasonable efforts to negotiate and arrange for the transportation and storage of the Company’s indium stockpile at third-party facilities located in the United States, Canada and or the United Kingdom, in accordance with standard industry terms. The Manager is not required to retain a custodian on our behalf; iv. Use commercially reasonable efforts to negotiate and arrange for indemnities or insurance on the Company’s indium stockpile, in accordance with standard industry practices by either the third-party storage facility’s insurance policy, a separately purchased insurance policy or both; v. Conduct limited inspections of the indium delivered to the Company regarding the 99.97minimum 99.99% purity or better requirements, based on the following: 1. if indium is purchased from a supplier known to be a regular indium industry supplier, the Manager will not be responsible for conducting any chemical assays or other tests designed to verify that such indium meets the 99.97minimum 99.99% purity or better requirements as established by Regular Industry Practice. For the purposes of this Agreement, Regular Industry Practice means purchasing, storing or selling the metal indium containing a 99.97minimum 99.99% purity level or betterlevel, delivered in the form of Ingots, which are individually wrapped in transparent polyethylene bags having a minimum thickness of 0.004 inches; 2. if indium is purchased from a third-party supplier that is not known to be a regular indium industry supplier, the Manager, at its discretion, may hire, at the Company’s expense, an independent lab to perform random assay tests using glow-discharge mass spectrometry (“GDMS”) to verify the purity of the indium; vi. At the Manager’s discretion, negotiate and arrange for the lending and/or sale of indium from the Company’s stockpile to: (1) generate cash to satisfy the Company’s operating expenses (2) facilitate the Manager’s ability to negotiate long-term and or short-term supply contracts with potential indium suppliers to acquire an indium stockpile (3) take advantage of periodic shortages in the indium market based on market conditions that the Manager deems favorable to the Company; vii. Arrange, negotiate and execute any additional documents regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf, including, but not limited to, corporate, title, environmental, financial documents and other material agreements regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf; viii. On a quarterly daily basis, or where pricing information for indium is not available on a daily basis, no less frequently than a bi-weekly basis, prepare a report with the assistance of the Company’s chief financial officer (the “Quarterly Report”) to be made available to the Company and the Board of Directors regarding the net market value (the “NMV”) of each share of the Company’s common stockstock for publication on the Company’s website. Such report shall also include the last spot price of indium as reported by Metal Bulletin, or other reliable, independent source, and the quantity of indium held in inventory. If needed, in the event the spot price of indium fluctuates by more than 5%, the Manager shall cause the Company to publish the revised NMV within one business day. NMV shall be determined by multiplying the number of kilograms of indium held by or for the Company by the last spot price for indium published by Metal Bulletin posted on Bloomberg L.P. for the month, plus cash and any other Company assets, less any and all of the Company’s outstanding payables, indebtedness and any other liabilities, divided by the total number of outstanding common shares. ix. In the event the Manager, on the Company’s behalf, contracts to purchase or sell a material quantity of indium, the Manager shall work with the Company to prepare a Current Report on Form 8-K to disclose such information. x. Publish, on the Company’s behalf, on the Company’s website, the quantity of indium held in inventory, the average price paid per kilogram of indium and the Company’s NMV within 2 business days of any change in inventory held by the Company. xi. Prepare, or cause to be prepared, any and all regulatory filing materials, reports to the Company’s stockholders, and other reports to the Board of Directors as may be reasonably requested from time to time; and x. xii. Furnish office facilities, service and supplies and generally oversee with the Management’s staff and independent contractors, management of the Company’s business and affairs.

Duties of Manager. The Company hereby retains Manager to actively assist in the management of the Company’s operations. Manager accepts such appointment and agrees to discharge faithfully and diligently the duties set forth herein and implement the policies established by the Company’s board of directors (the “Board of Directors”), including, but not limited to, the following: i. Use commercially reasonable efforts to negotiate, arrange, and execute for and on the Company’s behalf, through industry-standard tenders, the purchase and stockpile of indium with a minimum purity of 99.97% purity or better indium over a prudent period of time. The Manager, on the Company’s behalf, may enter into long-term and or short-term supply contracts with indium suppliers; ii. Provide to the Board of Directors delivery and payment particulars with respect to each purchase and sale of indium; iii. Use commercially reasonable efforts to negotiate and arrange for the transportation and storage of the Company’s indium stockpile at third-party facilities located in the United States, Canada and or the United Kingdom, in accordance with standard industry terms. The Manager is not required to retain a custodian on our behalf; iv. Use commercially reasonable efforts to negotiate and arrange for indemnities or insurance on the Company’s indium stockpile, in accordance with standard industry practices by either the third-party storage facility’s insurance policy, a separately purchased insurance policy or both; v. Conduct limited inspections of the indium delivered to the Company regarding the minimum 99.97% purity or better requirements, based on the following: 1. if indium is purchased from a supplier known to be a regular indium industry supplier, the Manager will not be responsible for conducting any chemical assays or other tests designed to verify that such indium meets the minimum 99.97% purity or better requirements as established by Regular Industry Practice. For the purposes of this Agreement, Regular Industry Practice means purchasing, storing or selling the metal indium containing a minimum 99.97% purity level or betterlevel, delivered in the form of Ingots, which are individually wrapped in transparent polyethylene bags having a minimum thickness of 0.004 inches; 2. if indium is purchased from a third-party supplier that is not known to be a regular indium industry supplier, the Manager, at its discretion, may hire, at the Company’s expense, an independent lab to perform random assay tests using glow-discharge mass spectrometry (“GDMS”) to verify the purity of the indium; vi. At the Manager’s discretion, negotiate and arrange for the lending and/or sale of indium from the Company’s stockpile to: (1) generate cash to satisfy the Company’s operating expenses (2) facilitate the Manager’s ability to negotiate long-term and or short-term supply contracts with potential indium suppliers to acquire an indium stockpile (3) take advantage of periodic shortages in the indium market based on market conditions that the Manager deems favorable to the Company; vii. Arrange, negotiate and execute any additional documents regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf, including, but not limited to, corporate, title, environmental, financial documents and other material agreements regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf; viii. On a quarterly basis, prepare a report (the “Quarterly Report”) to be made available to the Company and the Board of Directors regarding the net market value (the “NMV”) of each share of the Company’s common stock. NMV shall be determined by multiplying the number of kilograms of indium held by or for the Company by the last spot price for indium published by Metal Bulletin posted on Bloomberg L.P. for the month, plus cash and any other Company assets, less any and all of the Company’s outstanding payables, indebtedness and any other liabilities, divided by the total number of outstanding common shares. ix. Prepare, or cause to be prepared, any and all regulatory filing materials, reports to the Company’s stockholders, and other reports to the Board of Directors as may be reasonably requested from time to time; and x. Furnish office facilities, service and supplies and generally oversee with the Management’s staff and independent contractors, management of the Company’s business and affairs.

Duties of Manager. The Company hereby retains Manager to actively assist in the management of the Company’s operations. Manager accepts such appointment and agrees to discharge faithfully and diligently the duties set forth herein and implement the policies established by the Company’s board of directors (the “Board of Directors”), including, but not limited to, the following: i. Use commercially reasonable its best efforts to negotiate, arrange, and execute (subject to the requirements set forth on Schedule 1), for and on the Company’s behalf, through industry-standard tenders, the purchase and stockpile of 99.97% purity or better indium over a prudent period of time. For purposes of this Section 1(a)(i), a prudent period of time shall mean the Manager utilizing at least 50% of the net proceeds of the IPO that have been allocated for purchase of the Company’s stockpile within 18 months after the closing of the IPO. The Manager, on the Company’s behalf, may enter into long-term and or short-term supply contracts with indium suppliers; ii. Provide to the Board of Directors delivery and payment particulars with respect to each purchase and sale of indium; iii. Use commercially reasonable best efforts to negotiate and arrange for the transportation and storage of the Company’s indium stockpile at third-party facilities located in the United States, Canada and or the United Kingdom, in accordance with standard industry terms. The Manager is not required to retain a custodian on our behalf; iv. Use commercially reasonable best efforts to negotiate and arrange for indemnities or insurance on the Company’s indium stockpile, in accordance with standard industry practices by either the third-party storage facility’s insurance policy, a separately purchased insurance policy or both; v. Conduct limited inspections of the indium delivered to the Company regarding the 99.97% purity or better requirements, based on the following: 1. if indium is purchased from a supplier known to be a regular indium industry supplier, the Manager will not be responsible for conducting any chemical assays or other tests designed to verify that such indium meets the 99.97% purity or better requirements as established by Regular Industry Practice. For the purposes of this Agreement, Regular Industry Practice means purchasing, storing or selling the metal indium containing a 99.97% purity level or better, delivered in the form of Ingots, which are individually wrapped in transparent polyethylene bags having a minimum thickness of 0.004 inches; 2. if indium is purchased from a third-party supplier that is not known to be a regular indium industry supplier, the Manager, at its discretion, may hire, at the Company’s expense, an independent lab to perform random assay tests using glow-discharge mass spectrometry (“GDMS”) to verify the purity of the indium; vi. At the Manager’s discretion, negotiate and arrange for the lending and/or sale of indium from the Company’s stockpile to: (1) generate cash to satisfy the Company’s operating expenses (2) facilitate the Manager’s ability to negotiate long-term and or short-term supply contracts with potential indium suppliers to acquire an indium stockpile (3) take advantage of periodic shortages in the indium market based on market conditions that the Manager deems favorable to the Company; vii. Arrange, negotiate and execute (subject to the requirements set forth on Schedule 1) any additional documents regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf, including, but not limited to, corporate, title, environmental, financial documents and other material agreements regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf; viii. On a quarterly monthly basis, prepare a report (the “Quarterly Monthly Report”) to be made available to the Company and the Board of Directors regarding the net market value (the “NMV”) of each share of the Company’s common stock. NMV shall be determined by multiplying the number of kilograms of indium held by or for the Company by the last spot price for indium published by Metal Bulletin posted on Bloomberg L.P. for the month, plus cash and any other Company assets, less any and all of the Company’s outstanding payables, indebtedness and any other liabilities, divided by the total number of outstanding common shares.. The Manager acknowledges and understands that the Company will disclose to the stockholders of the Company such Monthly Reports prepared by the Manager regarding the Company’s NMV; ix. Prepare, or cause to be prepared, any and all regulatory filing materials, reports to the Company’s stockholders, and other reports to the Board of Directors as may be reasonably requested from time to time; and x. Furnish office facilities, service and supplies and generally oversee with the Management’s staff and independent contractors, management of the Company’s business and affairs.

Duties of Manager. The Company hereby retains Manager to actively assist in the management of the Company’s operations. Manager accepts such appointment and agrees to discharge faithfully and diligently the duties set forth herein and implement the policies established by the Company’s board of directors (the “Board of Directors”), including, but not limited to, the following: i. Use commercially reasonable its best efforts to negotiate, arrange, and execute for and on the Company’s behalf, through industry-standard tenders, the purchase and stockpile of 99.97% purity or better indium over a prudent period of time. The Manager, on the Company’s behalf, may enter into long-term and or short-term supply contracts with indium suppliers; ii. Provide to the Board of Directors delivery and payment particulars with respect to each purchase and sale of indium; iii. Use commercially reasonable best efforts to negotiate and arrange for the transportation and storage of the Company’s indium stockpile at third-party facilities located in the United States, Canada Canada, Rotterdam and or the United Kingdom, in accordance with standard industry terms. The Manager is not required to retain a custodian on our behalf; iv. Use commercially reasonable best efforts to negotiate and arrange for indemnities or insurance on the Company’s indium stockpile, in accordance with standard industry practices by either the third-party storage facility’s insurance policy, a separately purchased insurance policy or both; v. Conduct limited inspections of the indium delivered to the Company regarding the 99.97% purity or better requirements, based on the following: 1. if indium is purchased from a supplier known to be a regular indium industry supplier, the Manager will not be responsible for conducting any chemical assays or other tests designed to verify that such indium meets the 99.97% purity or better requirements as established by Regular Industry Practice. For the purposes of this Agreement, Regular Industry Practice means purchasing, storing or selling the metal indium containing a 99.97% purity level or better, delivered in the form of Ingots, which are individually wrapped in transparent polyethylene bags having a minimum thickness of 0.004 inches; 2. if indium is purchased from a third-party supplier that is not known to be a regular indium industry supplier, the Manager, at its discretion, may hire, at the Company’s expense, an independent lab to perform random assay tests using glow-discharge mass spectrometry (“GDMS”) to verify the purity of the indium; vi. At the Manager’s discretion, negotiate and arrange for the lending and/or sale of indium from the Company’s stockpile to: (1) generate cash to satisfy the Company’s operating expenses (2) facilitate the Manager’s ability to negotiate long-term and or short-term supply contracts with potential indium suppliers to acquire an indium stockpile (3) take advantage of periodic shortages in the indium market based on market conditions that the Manager deems favorable to the Company; vii. Arrange, negotiate and execute any additional documents regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf, including, but not limited to, corporate, title, environmental, financial documents and other material agreements regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf; viii. On a quarterly basis, prepare a report (the “Quarterly Report”) to be made available to the Company and the Board of Directors regarding the net market value (the “NMV”) of each share of the Company’s common stock. NMV shall be determined by multiplying the number of kilograms of indium held by or for the Company by the last spot price for indium published by Metal Bulletin posted on Bloomberg L.P. for the month, plus cash and any other Company assets, less any and all of the Company’s outstanding payables, indebtedness and any other liabilities, divided by the total number of outstanding common shares. ix. Prepare, or cause to be prepared, any and all regulatory filing materials, reports to the Company’s stockholders, and other reports to the Board of Directors as may be reasonably requested from time to time; and x. Furnish office facilities, service and supplies and generally oversee with the Management’s staff and independent contractors, management of the Company’s business and affairs.

Duties of Manager. The Company hereby retains Manager to actively assist in the management of the Company’s operations. Manager accepts such appointment and agrees to discharge faithfully and diligently the duties set forth herein and implement the policies established by the Company’s board of directors (the “Board of Directors”), including, but not limited to, the following: i. Use commercially reasonable efforts to negotiate, arrange, and execute for and on the Company’s behalf, through industry-standard tenders, the purchase and stockpile of 99.97indium with a minimum purity of 99.99% purity or better indium over a prudent period of time. The Manager, on the Company’s behalf, may enter into long-term and or short-term supply contracts with indium suppliers; ii. Provide to the Board of Directors delivery and payment particulars with respect to each purchase and sale of indium; iii. Use commercially reasonable efforts to negotiate and arrange for the transportation and storage of the Company’s indium stockpile at third-party facilities located in the United States, Canada and or the United Kingdom, in accordance with standard industry terms. The Manager is not required to retain a custodian on our behalf; iv. Use commercially reasonable efforts to negotiate and arrange for indemnities or insurance on the Company’s indium stockpile, in accordance with standard industry practices by either the third-party storage facility’s insurance policy, a separately purchased insurance policy or both; v. Conduct limited inspections of the indium delivered to the Company regarding the 99.97minimum 99.99% purity or better requirements, based on the following: 1. if indium is purchased from a supplier known to be a regular indium industry supplier, the Manager will not be responsible for conducting any chemical assays or other tests designed to verify that such indium meets the 99.97minimum 99.99% purity or better requirements as established by Regular Industry Practice. For the purposes of this Agreement, Regular Industry Practice means purchasing, storing or selling the metal indium containing a 99.97minimum 99.99% purity level or betterlevel, delivered in the form of Ingots, which are individually wrapped in transparent polyethylene bags having a minimum thickness of 0.004 inches; 2. if indium is purchased from a third-party supplier that is not known to be a regular indium industry supplier, the Manager, at its discretion, may hire, at the Company’s expense, an independent lab to perform random assay tests using glow-discharge mass spectrometry (“GDMS”) to verify the purity of the indium; vi. At the Manager’s discretion, negotiate and arrange for the lending and/or sale of indium from the Company’s stockpile to: (1) generate cash to satisfy the Company’s operating expenses (2) facilitate the Manager’s ability to negotiate long-term and or short-term supply contracts with potential indium suppliers to acquire an indium stockpile (3) take advantage of periodic shortages in the indium market based on market conditions that the Manager deems favorable to the Company; vii. Arrange, negotiate and execute any additional documents regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf, including, but not limited to, corporate, title, environmental, financial documents and other material agreements regarding the acquisition, storage, insuring and disposition of indium on the Company’s behalf; viii. On a quarterly daily basis, or where pricing information for indium is not available on a daily basis, no less frequently than a bi-week basis, prepare a report with the assistance of the Company’s chief financial officer (the “Quarterly Report”) to be made available to the Company and the Board of Directors regarding the net market value (the “NMV”) of each share of the Company’s common stockstock for publication on the Company’s website. Such report shall also include the last spot price of indium as reported by Metal Bulletin, or other reliable, independent source, and the quantity of indium held in inventory. In the event the spot price of indium fluctuates by more than 5%, the Manager shall cause the Company to publish the revised NMV within one business day. NMV shall be determined by multiplying the number of kilograms of indium held by or for the Company by the last spot price for indium published by Metal Bulletin posted on Bloomberg L.P. for the month, plus cash and any other Company assets, less any and all of the Company’s outstanding payables, indebtedness and any other liabilities, divided by the total number of outstanding common shares. ix. [In the event the Manager, on the Company’s behalf, contracts to purchase or sell a material quantity of indium, the Manager shall work with the Company to prepare a Current Report on Form 8-K to disclose such information.] x. [Publish, on the Company’s behalf, on the Company’s website, the quantity of indium held in inventory, the average price paid per kilogram of indium and the Company’s NMV within 2 business days of any change in inventory held by the Company.] xi. Prepare, or cause to be prepared, any and all regulatory filing materials, reports to the Company’s stockholders, and other reports to the Board of Directors as may be reasonably requested from time to time; and x. xii. Furnish office facilities, service and supplies and generally oversee with the Management’s staff and independent contractors, management of the Company’s business and affairs.