Common use of Solicitation Material, Withdrawal Clause in Contracts

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer with as many copies as you may reasonably request of any Offer Material. The Company will, in a timely manner, provide the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the Company. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and will not use or publish any such material without your comment. During the term of the Offer and so long as the Registration Statement shall be effective, the Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Offer Material then being used or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment, or (b) that has been so submitted and with respect to which you or your counsel have made comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change in the business or operations of the Company and its subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"), that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel (as defined in Schedule I hereto) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer you with as many copies as you may reasonably request of any Offer Material. The Company will, and hereby authorizes you to use the Offer Material in a timely manner, provide connection with the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the CompanyOffer. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material without your commentto which you reasonably object. During the term of The Company agrees that the Offer Material have been or will be prepared and so long as approved by, and are the Registration Statement shall be effectivesole responsibility of, the Company. The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Offer Material then being used or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment, comment or (b) that has been so submitted and with respect to which you or your counsel have made comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or operations business prospects of the Company and its subsidiaries taken considered as a whole (a "MATERIAL ADVERSE EFFECT")one enterprise, whether or not arising in the ordinary course of business, that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel other Indemnified Party (as defined in Schedule I heretoSection 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer you with as many copies as you may reasonably request of any Offer Material. The Company will, and hereby authorizes you to use the Offer Material in a timely manner, provide connection with the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the CompanyOffer. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material without your commentto which you reasonably object. During the term of The Company agrees that the Offer Material has been or will be prepared and so long as approved by, and are the Registration Statement shall be effectivesole responsibility of, the Company. The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Offer Material then being used or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (other than material previously filed with the Commission or material to be filed with the Commission which is unrelated to the Offer) (a) that has not been submitted to you and your counsel for comment, comment or (b) that has been so submitted and with respect to which you or your counsel have made comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change change, or any development or event involving a material adverse change, in the financial condition, results of operations, business or operations prospects of the Company and its subsidiaries subsidiaries, taken as a whole whole, whether or not arising in the ordinary course of business (a "MATERIAL ADVERSE EFFECT"“Material Adverse Change”), that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange conversion of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange conversion of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel other Indemnified Party (as defined in Schedule I heretoSection 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. However, the compensation specified in Section 4 hereunder shall only be paid to you if the Offer is completed. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer you with as many copies as you may reasonably request of any Offer Material. The Company will, and hereby authorizes you to use the Offer Material in a timely manner, provide connection with the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the CompanyOffer. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material without your commentto which you reasonably object. During the term of The Company agrees that the Offer Material have been or will be prepared and so long as approved by, and are the Registration Statement shall be effectivesole responsibility of, the Company. The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Offer Material then being used or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment, comment or (b) that has been so submitted and with respect to which you or your counsel have made comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change change, or any development or event involving a material adverse change, in the financial condition, results of operations, business or operations prospects of the Company and its subsidiaries subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECTCHANGE"), that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange conversion of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason other than as a result of the gross negligence, bad faith or willful misconduct of any Dealer Manager or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange conversion of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel other Indemnified Party (as defined in Schedule I heretoSection 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as a Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting the Dealer Manager with as many copies as you the Dealer Manager may reasonably request of the Offering Documents, any information incorporated by reference therein, and any amendments or supplements thereto (collectively, as amended or supplemented from time to time, the “Exchange Offer Material. The ”) to be used by the Company will, in a timely manner, provide connection with the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the CompanyExchange Offer. The Company agrees that, within a reasonable time prior to using any Exchange Offer Material, it will submit copies of such material to you the Dealer Manager and its counsel and will not use or publish any such material without your commentto which the Dealer Manager or its counsel reasonably object. During In the term event that (i) the Company uses or permits the use of any Exchange Offer Material (a) which has not been submitted to the Dealer Manager for its comments or (b) which has been so submitted and with respect to which the Dealer Manager has made comments, but which comments have not resulted in a response reasonably satisfactory to the Dealer Manager and its counsel to reflect its comments, (ii) the Company breaches or has breached, in any material respect, any of its representations, warranties, agreements or covenants herein or (iii) the Exchange Offer is terminated or withdrawn for any reason or any stop order, restraining order, injunction or denial of an application for approval has been issued and not thereafter stayed or vacated with respect to, or any proceeding, litigation or investigation has developed or been initiated such that it is reasonably likely to have a material adverse effect on the Company’s ability to carry out the Exchange Offer, the exchange of the Offer New Notes for the Old Notes pursuant thereto or the performance of this Agreement, the New Indenture and so long as the Registration Statement New Notes, then in any such case the Dealer Manager shall be effectiveentitled to withdraw as Dealer Manager without any liability or penalty to the Dealer Manager or any other Indemnified Person (as defined in Section 8 hereof) and without loss of any right to the payment of all expenses payable hereunder. If the Dealer Manager withdraws as Dealer Manager pursuant to this Section 2, the Company shall promptly reimburse the Dealer Manager for its reasonable out-of-pocket expenses through the date of such withdrawal as further described in Section 3(b). The Company shall inform you the Dealer Manager promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Exchange Offer Material then being used or that would affect the accuracy truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment; provided, or (b) that has been so submitted and that, with respect to which you the truth or your counsel have made commentscompleteness of any representation or warranty, but which comments have not resulted in a response reasonably satisfactory to you to reflect such commentsevent, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change in the business or operations of the Company and its subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"), that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice discovery of such withdrawal fact, occurred prior to the Company, without any liability or penalty to you or any Personnel (as defined in Schedule I hereto) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawalClosing Date.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer you with as many copies as you may reasonably request of the Registration Statement, the Prospectus and Letter of Transmittal and Consent, any amendments or supplements thereto and any other documents or materials whatsoever relating to the Exchange Offer and Consent Solicitation (collectively, as amended or supplemented from time to time, the "Exchange Offer and Consent Solicitation Material. The ") to be used by the Company will, in a timely manner, provide connection with the Dealer Manager with a duplicate list of the names Exchange Offer and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the CompanyConsent Solicitation. The Company agrees that, within a reasonable time prior to using any Exchange Offer and Consent Solicitation Material, it will submit copies of such material to you and your counsel and will not use or publish any such material without to which you or your commentcounsel reasonably object. During In the term event that (i) the Company uses or permits the use of any Exchange Offer and Consent Solicitation Material (a) which has not been submitted to you for your comments or (b) which has been so submitted and with respect to which you have made comments, but which comments have not resulted in a response reasonably satisfactory to you and your counsel to reflect your comments, (ii) the Company shall have breached, in any material respect, any of its representations, warranties, agreements or covenants herein or (iii) the Exchange Offer and Consent Solicitation are terminated or withdrawn for any reason or any stop order, restraining order, injunction or denial of an application for approval has been issued and not thereafter stayed or vacated with respect to, or any proceeding, litigation or investigation has been initiated that is reasonably likely to have a material adverse effect on the Company's ability to carry out the Exchange Offer and Consent Solicitation, the exchange of the Offer Old Securities for the New Securities pursuant thereto, the performance of this Agreement, or the execution, delivery and so long as performance of a supplemental GID indenture by GID with respect to the Registration Statement Old Indenture to effect the Proposed Amendments (the "Supplemental Indenture"), then in any such case you shall be effectiveentitled to withdraw as Dealer Manager and Solicitation Agent without any liability or penalty to you or any other Indemnified Person (as defined in Section 9) and without loss of any right to the payment of all expenses payable hereunder. If you withdraw as Dealer Manager and Solicitation Agent pursuant to this Section 2, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Exchange Offer and Consent Solicitation Material then being used or that would affect the accuracy truth or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment, or (b) that has been so submitted and with respect to which you or your counsel have made comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change in the business or operations of the Company and its subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"), that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel (as defined in Schedule I hereto) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer you with as many copies as you may reasonably request of any Offer Material. The Company will, and hereby authorizes you to use the Offer Material in a timely manner, provide connection with the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the CompanyOffer. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material without your commentto which you reasonably object. During the term of the Offer and so long as the Registration Statement shall be effective, the The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require as a result of which the making of any change in any Offer Material then being used would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment, comment or (b) that has been so submitted and with respect to which you or your counsel have made substantive comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such substantive comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or operations business prospects of the Company and its subsidiaries taken considered as a whole (a "MATERIAL ADVERSE EFFECT")one enterprise, whether or not arising in the ordinary course of business that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange conversion of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange conversion of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel other Indemnified Party (as defined in Schedule I heretoSection 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as a Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer you with as many copies as you may reasonably request of any Offer Material. The Company will, and hereby authorizes you to use the Offer Material in a timely manner, provide connection with the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the CompanyOffer. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material without your commentto which you reasonably object. During the term of The Company agrees that the Offer Material have been or will be prepared and so long as approved by, and are the Registration Statement shall be effectivesole responsibility of, the Company. The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Offer Material then being used or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment, comment or (b) that has been so submitted and with respect to which you or your counsel have made comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings or business or operations affairs of the Company and its subsidiaries taken considered as a whole (a "MATERIAL ADVERSE EFFECT")one enterprise, whether or not arising in the ordinary course of business, that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel other Indemnified Party (as defined in Schedule I heretoSection 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as a Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer you with as many copies as you may reasonably request of any Offer Material. The Company will, in a timely manner, provide the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the Company. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material without your commentto which you reasonably object. During the term of the Offer and so long as the Registration Statement shall be effective, the The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Offer Material then being used or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment, comment or (b) that has been so submitted and with respect to which you or your counsel have made comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"“Material Adverse Effect”), that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel other Indemnified Party (as defined in Schedule I heretoSection 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as a Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.

Solicitation Material, Withdrawal. The Company agrees to furnish each Soliciting Dealer you with as many copies as you may reasonably request of any Offer Material. The Company will, and hereby authorizes you to use the Offer Material in a timely manner, provide connection with the Dealer Manager with a duplicate list of the names and addresses of the registered shareholders of IAMGold and The Canadian Depository for Securities Limited participant list, in such form(s) as are in the possession of the CompanyOffer. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material without your commentto which you reasonably object. During the term of The Company agrees that the Offer Material have been or will be prepared and so long as approved by, and are the Registration Statement shall be effectivesole responsibility of, the Company. The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, that would require the making of any change in any Offer Material then being used or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made immediately after the happening of such event or the discovery of such fact. In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment, comment or (b) that has been so submitted and with respect to which you or your counsel have made comments, but which comments have not resulted in a response reasonably satisfactory to you to reflect such comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change change, or any development or event involving a material adverse change, in the financial condition, results of operations, business or operations prospects of the Company and its subsidiaries subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECTCHANGE"), that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn for any reason other than as a result of the gross negligence, bad faith or willful misconduct of any Dealer Manager or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Securities pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any Personnel other Indemnified Party (as defined in Schedule I heretoSection 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as a Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Securities to inform them of such withdrawal.