Common use of Options to Purchase Shares Clause in Contracts

Options to Purchase Shares. Except as disclosed in the Orezone Disclosure Letter or as contemplated in this Agreement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Orezone or the Orezone Subsidiaries to issue or sell any shares of Orezone or the Orezone Subsidiaries or any securities or obligations of any kind convertible into or exchangeable or exercisable for any shares of Orezone or the Orezone Subsidiaries. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Orezone or the Orezone Subsidiaries having the right to vote with the Orezone Shareholders on any matter. There are no outstanding contractual obligations of Orezone or the Orezone Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Orezone Shares or with respect to the voting or disposition of any outstanding Orezone Shares. On the Effective Date: (i) Each Orezone 1997 Option outstanding immediately prior to the Effective Time, whether vested or not, will be exchanged for a fully-vested option granted by IAMGOLD (each an “IAMGOLD Replacement Option” and collectively the “IAMGOLD Replacement Options”) to acquire the number of IAMGOLD Shares equal to the product of (A) the number of Orezone Shares subject to the Orezone 1997 Option immediately before the Effective Time and (B) the Exchange Ratio, and the exercise price per IAMGOLD Share subject to any IAMGOLD Replacement Option shall be equal to the quotient of (A) the exercise price per Orezone Share subject to such Orezone 1997 Option immediately before the Effective Time divided by (B) the Exchange Ratio. Except as set out above, the terms of each IAMGOLD Replacement Option will be the same as the Orezone 1997 Option exchanged therefor. (ii) Each Orezone 2008 Option outstanding immediately prior to the Effective Time, whether vested or not, will remain outstanding in accordance with its terms which provide that such Orezone 2008 Option may be exercised by the holder thereof at any time up to and including (but not after) the date that is 30 days after the Effective Time and will entitle the holder thereof to receive, upon exercise in accordance with the terms thereof, in lieu of the number of Orezone Shares otherwise issuable upon exercise thereof, the number of IAMGOLD Shares and New Orezone Shares which the holder would have been entitled to receive as a result of the Arrangement and the other transactions contemplated herein if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Orezone Shares to which such holder was entitled upon such exercise. (iii) The Orezone Warrants, if outstanding immediately prior to the Effective Time, will remain outstanding in accordance with their terms and will entitle the holder thereof to receive, upon exercise in accordance with the terms thereof, in lieu of the number of Orezone Shares otherwise issuable upon exercise thereof, the number of IAMGOLD Shares and New Orezone Shares which the holder would have been entitled to receive as a result of the Arrangement and the other transactions contemplated herein if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Orezone Shares to which such holder was entitled upon such exercise. (iv) The Convertible Debenture, if outstanding immediately prior to the Effective Time, will be terminated in accordance with the terms of the Convertible Debenture Waiver Agreement.

Options to Purchase Shares. Except as disclosed in the Orezone Marathon Disclosure Letter or as contemplated in this Agreement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Orezone Marathon or the Orezone Marathon Subsidiaries to issue or sell any shares of Orezone Marathon or the Orezone Marathon Subsidiaries or any securities or obligations of any kind convertible into or exchangeable or exercisable for any shares of Orezone Marathon or the Orezone Marathon Subsidiaries. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Orezone Marathon or the Orezone Marathon Subsidiaries having the right to vote with the Orezone Marathon Shareholders on any matter. There are no outstanding contractual obligations of Orezone Marathon or the Orezone Marathon Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Orezone Marathon Shares or with respect to the voting or disposition of any outstanding Orezone Marathon Shares. On the Effective Date: (i) Each Orezone 1997 Marathon Option outstanding immediately prior to the Effective Time, whether vested or not, will be exchanged for a fully-vested option granted by IAMGOLD Stillwater (each an a “IAMGOLD Stillwater Replacement Option” and collectively the “IAMGOLD Stillwater Replacement Options”) to acquire the number of IAMGOLD Stillwater Shares equal to the product of (A) the number of Orezone Marathon Shares subject to the Orezone 1997 Marathon Option immediately before the Effective Time and (B) the Exchange Ratio, and the exercise price per IAMGOLD Stillwater Share subject to any IAMGOLD Stillwater Replacement Option shall be equal to the quotient of (A) the exercise price per Orezone Marathon Share subject to such Orezone 1997 Marathon Option immediately before the Effective Time divided by (B) the Exchange Ratio. Except as set out above, the terms of each IAMGOLD Stillwater Replacement Option will be the same as the Orezone 1997 Marathon Option exchanged therefor, , but the expiry date shall be the same as if the holder of the Marathon Options had not ceased to be employed by Marathon. (ii) Each Orezone 2008 Option outstanding immediately prior to the Effective Time, whether vested or not, will remain outstanding in accordance with its terms which provide that such Orezone 2008 Option may be exercised by the holder thereof at any time up to and including (but not after) the date that is 30 days after the Effective Time and will entitle the holder thereof to receive, upon exercise in accordance with the terms thereof, in lieu of the number of Orezone Shares otherwise issuable upon exercise thereof, the number of IAMGOLD Shares and New Orezone Shares which the holder would have been entitled to receive as a result of the Arrangement and the other transactions contemplated herein if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Orezone Shares to which such holder was entitled upon such exercise. (iii) The Orezone Marathon Warrants, if outstanding immediately prior to the Effective Time, will remain outstanding in accordance with their terms and will entitle the holder thereof to receive, upon exercise in accordance with the terms thereof, in lieu of the number of Orezone Marathon Shares otherwise issuable upon exercise thereof, the number of IAMGOLD Stillwater Shares and New Orezone Marathon Gold Shares which the holder would have been entitled to receive as a result of the Arrangement and the other transactions contemplated herein if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Orezone Marathon Shares to which such holder was entitled upon such exercise. (iv) The Convertible Debenture, if outstanding immediately prior to the Effective Time, will be terminated in accordance with the terms of the Convertible Debenture Waiver Agreement.

Options to Purchase Shares. Except as disclosed in the Orezone Peregrine Disclosure Letter or as contemplated in this Agreement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Orezone Peregrine or the Orezone Peregrine Subsidiaries to issue or sell any shares of Orezone Peregrine or the Orezone Peregrine Subsidiaries or any securities or obligations of any kind convertible into or exchangeable or exercisable for any shares of Orezone Peregrine or the Orezone Peregrine Subsidiaries. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Orezone Peregrine or the Orezone Peregrine Subsidiaries having the right to vote with the Orezone Peregrine Shareholders on any matter. There are no outstanding contractual obligations of Orezone Peregrine or the Orezone Peregrine Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Orezone Peregrine Shares or with respect to the voting or disposition of any outstanding Orezone Peregrine Shares. On the Effective Date: (i) Each Orezone 1997 Peregrine Option outstanding immediately prior to the Effective Time, whether vested or not, will shall be exchanged for a fully-vested option granted by IAMGOLD Stillwater (each an a “IAMGOLD Stillwater Replacement Option” and collectively the “IAMGOLD Stillwater Replacement Options”) to acquire the that number of IAMGOLD Stillwater Shares equal to the product of (A) the number of Orezone Peregrine Shares subject to the Orezone 1997 Peregrine Option immediately before the Effective Time and (B) the Option Exchange Ratio, and the . The exercise price per IAMGOLD Stillwater Share subject to any IAMGOLD Stillwater Replacement Option shall be equal to the quotient of (A) the exercise price per Orezone Peregrine Share subject to such Orezone 1997 Peregrine Option immediately before the Effective Time divided by (B) the Option Exchange Ratio. Except as set out above, the terms of each IAMGOLD Stillwater Replacement Option will be the same as the Orezone 1997 Peregrine Option exchanged therefor, but the expiry date shall be the same as if the holder of the Peregrine Options had not ceased to be employed by Peregrine. (ii) Each Orezone 2008 Option outstanding immediately prior to the Effective Time, whether vested or not, will remain outstanding in accordance with its terms which provide that such Orezone 2008 Option may be exercised by the holder thereof at any time up to and including (but not after) the date that is 30 days after the Effective Time and will entitle the holder thereof to receive, upon exercise in accordance with the terms thereof, in lieu of the number of Orezone Shares otherwise issuable upon exercise thereof, the number of IAMGOLD Shares and New Orezone Shares which the holder would have been entitled to receive as a result of the Arrangement and the other transactions contemplated herein if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Orezone Shares to which such holder was entitled upon such exercise. (iii) The Orezone Peregrine Warrants, if outstanding immediately prior to the Effective Time, will remain outstanding in accordance with their terms and will entitle the holder thereof to receive, upon exercise in accordance with the terms thereof, in lieu of the number of Orezone Peregrine Shares otherwise issuable upon exercise thereof, the number of IAMGOLD Shares Cash Consideration and New Orezone Shares the Share Consideration which the holder would have been entitled to receive as a result of the Arrangement and the other transactions contemplated herein if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Orezone Peregrine Shares to which such holder was entitled upon such exercise. (iv) The Convertible Debenture, if outstanding immediately prior to the Effective Time, will be terminated in accordance with the terms of the Convertible Debenture Waiver Agreement.