Common use of Standby Commitment Clause in Contracts

Standby Commitment. Subject to and in accordance with the terms hereof, the Standby Purchaser hereby agrees to purchase from CDB, and CDB hereby agrees to sell to the Standby Purchaser, at the Subscription Price and on the Closing Date, (i) such number of Rights Shares that results from the Standby Purchaser fully subscribing and exercising its Rights under the Basic Subscription Privilege and (ii) such number of Rights Shares, if any, that are not purchased upon exercise of the Rights under the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”). For certainty, the aggregate number of Standby Shares to be purchased pursuant to this Section 2.4 will be equal to: (a) the number of Rights Shares authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (b) the Excluded Rights Shares and the number of Rights Shares subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Rights Shares subscribed for under the Rights Offering by the Standby Purchaser) (such commitment referred to as the “Standby Commitment”).

Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchaser hereby agrees Purchasers will purchase, or will cause a Substituted Standby Purchasers to purchase purchase, from CDBRBC, and CDB RBC hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date, the Standby Units, with the allocation of such Standby Units amongst the Standby Purchasers and Substituted Standby Purchasers to be made by the Standby Purchasers in their sole discretion. (ib) such The Standby Purchasers will exercise their respective Basic Subscription Rights in accordance with Section 5.l(f). (c) The aggregate number of Rights Shares that results from Units to be purchased by the Standby Purchaser fully subscribing Purchasers and exercising its Rights under the Basic Subscription Privilege and (ii) such number of Rights Shares, if any, that are not purchased upon exercise of the Rights under the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it Substituted Standby Purchasers (the “Standby SharesUnits”). For certainty, the aggregate number of Standby Shares to be purchased ) pursuant to this Section 2.4 2.2 will be equal to: calculated as: (ai) the number of Rights Shares Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus minus (bii) the Excluded Rights Shares and the aggregate number of Rights Shares Units subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty the Standby Purchasers and without limitation, Substituted Standby Purchasers pursuant to the their Basic and Additional Subscription Privilege and any Rights Shares Privilege; minus (iii) the number of Units subscribed for and taken up under the Rights Offering by other Persons pursuant to their Basic and Additional Subscription Privileges); provided that the number of Standby Units shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby PurchaserUnits will not exceed an aggregate of $8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $5 million. (such commitment d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are referred to as the “Standby Commitment”).

Standby Commitment. Subject to and in accordance with the terms and conditions hereof, the each Standby Purchaser hereby agrees to purchase purchase, severally and not jointly, from CDBSEG, and CDB SEG hereby agrees to sell to the each Standby Purchaser, at the Subscription Price and on the Closing Date, (i) such number the shares of Rights Shares Common Stock that results from the Standby Purchaser fully subscribing and exercising its Rights under the Basic Subscription Privilege and (ii) such number of Rights Shares, if any, that are were not purchased upon exercise of the Rights under the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”). For certainty, the aggregate number of Standby Shares to be purchased pursuant to this Section 2.4 will be equal to: (a) the number of Rights Shares authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (b) the Excluded Rights Shares and the number of Rights Shares otherwise subscribed for and taken up under purchased in the Rights Offering by holders of Rights prior to the Expiry Time (includingand for greater certainty, the Standby Purchasers shall purchase shares of Common Stock hereunder only to the extent that such shares of Common Stock were not otherwise subscribed for by a holder of Rights prior to the Expiry Time, including pursuant to a holder’s Over Subscription Privilege) as set forth in this Section 2.1 (the “Standby Shares”) in the respective percentages (each a “Standby Purchaser Percentage”) set forth on the signature page hereof; provided, however, that such Standby Purchaser’s obligation to purchase shares of Common Stock issued pursuant to the Rights Offering and this Agreement (which, for greater certainty and without limitationcertainty, shall comprise the sum of (i) shares of Common Stock purchased pursuant to the Additional Basic Subscription Privilege and Right of such Standby Purchaser, (ii) any Rights Shares subscribed for under shares of Common Stock purchased pursuant to the Rights Offering by Over Subscription Right of the Standby Purchasers and (iii) the Standby Shares) shall not exceed in the aggregate the product of such Standby Purchaser’s Standby Purchaser Percentage (expressed as a decimal) multiplied by $175 million (such commitment referred to as the “Aggregate Standby CommitmentPurchaser Amount”).

Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchaser hereby agrees will purchase, or will cause a Substituted Standby Purchaser to purchase purchase, from CDBLorus, and CDB Lorus hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date, (i) such Date that number of Rights Shares that results from Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser fully subscribing and any Substituted Standby Purchaser on exercising its Rights under the their respective Basic Subscription Privilege and (ii) such number of Rights Shares, if any, that are not purchased upon exercise of the Rights under the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it Privileges (the “Standby SharesUnits”). For certainty, the aggregate . (b) The Standby Purchaser will exercise its Basic Subscription Right in accordance with Section 5.1(f). (c) The number of Standby Shares Units to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.4 2.2 will be equal to: calculated as: (ai) the number of Rights Shares Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus minus (bii) the Excluded Rights Shares and the number of Rights Shares Units subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Rights Shares Units subscribed for and taken up under the Rights Offering by the Standby Purchaser and any Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges. (d) (such commitment The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are referred to as the “Standby Commitment”).

Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchaser hereby agrees to Purchasers will purchase from CDBCarmanah, and CDB Carmanah hereby agrees to sell to the Standby Purchaser, Purchasers at the Subscription Price and on the Closing Date, (i) such number of Rights Shares that results from the Standby Purchaser fully subscribing and exercising its Rights under Common Shares, with the allocation of such Standby Purchaser Common Shares amongst the Standby Purchasers to be made by the Standby Purchasers in accordance with Section 10.2. (b) The Standby Purchasers will exercise their respective Basic Subscription Privilege and (ii) such number of Rights SharesPrivileges, if any, that are not in accordance with Section 5.1(f) . (c) The aggregate number of Shares to be purchased upon exercise of by the Rights under the Rights Offering but excluding Rights Shares Standby Purchasers (the “Excluded Standby Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”). For certainty, the aggregate number of Standby Shares to be purchased pursuant to this Section 2.4 2.2 will be equal to: calculated as: (ai) the number of Rights Shares authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus minus (bii) the Excluded aggregate number of Rights Shares subscribed for and taken up under the Rights Offering by the Standby Purchasers pursuant to their Basic and Additional Subscription Privileges, if any; minus (iii) the number of Rights Shares subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, Other Purchasers pursuant to the their Basic and Additional Subscription Privilege and any Privileges; provided that the number of Standby Rights Shares subscribed for under shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby Rights Shares will not exceed an aggregate of $6,029,887 and provided further that the aggregate Subscription Price to be paid by the Standby PurchaserPurchasers collectively with respect to the Standby Rights Shares and Rights Shares will not exceed $5.5 million. (d) (such commitment The commitments by and agreements of, the Standby Purchasers to purchase up to $5,500,000 of the Standby Purchaser Common Shares in the manner referred to in this Section 2.2 are referred to as the “Standby Commitment”).

Standby Commitment. Subject to and in accordance with the terms hereof, each of the Standby Purchaser Purchasers hereby severally and not jointly agrees to purchase from CDBATS (or to cause to be purchased from ATS by one or more of its Affiliates as the Standby Purchaser designates in a notice to ATS and that satisfies the Substituted Purchaser Conditions, in each case not less than five Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”)), and CDB ATS hereby agrees to sell to the Standby Purchasers or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date, (i) such number all of Rights the Common Shares that results from the Standby Purchaser fully subscribing were not otherwise subscribed for and exercising its Rights under the Basic Subscription Privilege and (ii) such number of Rights Shares, if any, that are not purchased upon exercise of the Rights taken up under the Rights Offering but excluding by holders of Rights Shares (the “Excluded Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”). For In this regard the Standby Purchasers will exercise their Basic Subscription Right in accordance with Section 6.1(f) and agree to acquire the Standby Shares in the proportions set forth opposite their names in Schedule A (up to a maximum of 20% of the Shares offered under the Rights Offering in respect of Goodwood’s total commitment hereunder, a maximum of 40% of the Shares offered under the Rights Offering in respect of GS Canada’s total commitment hereunder and a maximum of 40% of the Shares offered under the Rights Offering in respect of Mxxxx’x total commitment hereunder; provided, for greater certainty, that these percentage caps shall not be interpreted as putting a cap on the total number of Standby Shares that the Standby Purchasers are required to purchase (or cause to be purchased) in aggregate and that if one Standby Purchaser reaches its percentage cap then the balance of the Standby Shares it would otherwise agree to acquire shall be Standby Shares which the other two Standby Purchasers shall be required to purchase (or cause to be purchased)). The aggregate number of Standby Shares to be purchased pursuant to this Section 2.4 will shall be equal to: to (aA) the number of Rights Shares authorized to be issued outstanding on the Record Date pursuant to divided by the exercise of the Rights; Rights Ratio, minus (bB) the Excluded Rights Shares and the number of Rights Common Shares subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitationcertainty, pursuant to the Additional Subscription Privilege and any Rights Common Shares subscribed for and taken up under the Rights Offering by any of the Standby Purchaser) Purchasers or any of the Substituted Standby Purchasers (such commitment referred to as the “Standby Commitment”). No Standby Purchaser shall be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunder.

Standby Commitment. Subject to and in accordance with Each holder of the terms hereof, the Standby Purchaser Subordinated Notes hereby agrees to purchase from CDB, and CDB hereby agrees to sell become a standby purchaser (“Standby Purchaser”) of any securities offered in the Rights Offering (the “Rights Offering Securities”). The maximum amount of each Standby Purchaser’s standby commitment shall be equal to the principal amount of the Subordinated Notes issued to such Standby Purchaser, at the Subscription Price and on the Closing Date, (i) such number of Rights Shares that results from . If the Standby Commitment is called upon by the Company, each Standby Purchaser fully subscribing and exercising its Rights under will use the Basic Subscription Privilege and Subordinated Notes held by such Standby Purchaser (iior such portion of such Subordinated Notes as is required to pay the purchase price in full of the Standby Commitment is called upon in part) such number of Rights Shares, if any, that are not purchased upon exercise to pay the purchase price in full (at par) of the Rights under Offering Securities. Each Standby Purchaser’s agreement to become a standby purchaser is contingent upon each of the Xxxxxxxx Funds also becoming a standby purchaser in such Rights Offering, on a pro rata basis (determined based on the principal amount of Subordinated Notes owned) with each such Standby Purchaser’s commitment to be a standby purchaser. Such Rights Offering Securities for which the Xxxxxxxx Funds have agreed to purchase on a standby basis will have the same terms and standby purchase price and be in the same proportions between subordinated debt and equity as the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”) that are issuable Securities for which each Standby Purchaser has hereby agreed to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”). For certainty, the aggregate number of Standby Shares to be purchased pursuant to this Section 2.4 will be equal to: (a) the number of Rights Shares authorized to be issued purchase on the Record Date pursuant to the exercise of the Rights; minus (b) the Excluded Rights Shares and the number of Rights Shares subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Rights Shares subscribed for under the Rights Offering by the Standby Purchaser) (such commitment referred to as the “Standby Commitment”)a standby basis.

Standby Commitment. Subject to and in accordance with the terms and conditions hereof, the Standby Purchaser hereby agrees to purchase from CDBXxxxx, and CDB Xxxxx hereby agrees to sell to the Standby Purchaser, at the Subscription Price and on the Closing Date, (i) such number all of the shares of Common Stock that were not otherwise subscribed for and purchased in the Rights Offering by holders of Rights Shares that results from prior to the Expiry Time (and for greater certainty, the Standby Purchaser fully subscribing and exercising its Rights under shall purchase shares of Common Stock hereunder only to the Basic Subscription Privilege and (ii) extent that such number shares of Common Stock were not otherwise subscribed for by a holder of Rights Sharesprior to the Expiry Time, if any, that are not purchased upon exercise of the Rights under the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”including pursuant to a holder’s Over Subscription Privilege) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”). For certaintyThe Standby Purchaser hereby agrees to exercise, prior to the Expiry Time, the Basic Subscription Right relating to the Brookfield Stock in accordance with Section 6.2(c), and the Standby Purchaser may, in its sole discretion, exercise the related Over Subscription Privilege. The aggregate number of Standby Shares shares of Common Stock to be purchased pursuant to this Section 2.4 will 2.1 shall be equal to: (ai) the number of Rights Shares shares of Common Stock authorized to be issued on the Record Date sold pursuant to the exercise of the Rights; , minus (bii) the Excluded Rights Shares and the number of Rights Shares shares of Common Stock subscribed for and taken up under purchased in the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Over Subscription Privilege and any Rights Shares shares of Common Stock subscribed for under and purchased in the Rights Offering by the Standby Purchaser) (such commitment referred Purchaser pursuant to as the “Standby Commitment”Basic Subscription Right relating to the Brookfield Stock and the related Over Subscription Privilege).

Standby Commitment. Subject to and in accordance with the terms hereof, each of the Standby Purchaser Purchasers hereby severally agrees to purchase from CDBLAC, and CDB LAC hereby agrees to sell to the such Standby Purchaser, at the Subscription Price and on the Closing Date, (i) such number of Rights Common Shares that results from the Standby Purchaser fully subscribing and exercising its Rights under the Basic Subscription Privilege and (ii) such number of Rights Shares, if any, that are not purchased upon exercise of the Rights under the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”)) that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights with an aggregate subscription price not exceeding $18.55 million in amounts designated by the Manager. For certainty, The Standby Purchasers will collectively purchase the aggregate number of Standby Shares and in the event that any Standby Purchaser defaults in its portion of the Standby Commitment, the other Standby Purchasers will be required to forthwith purchase the Standby Shares not purchased by this defaulting Standby Purchaser. In this regard each Standby Purchaser will exercise in full its Basic Subscription Privilege. The aggregate number of Common Shares to be purchased pursuant to this Section 2.4 2.2 will be equal to: (a) to the aggregate number of Rights Common Shares authorized to be issued issuable on the Record Date pursuant to the exercise of the Rights; , minus (b) the Excluded Rights Shares and the aggregate number of Rights Common Shares subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Rights Shares subscribed Privilege), which, for under the Rights Offering by greater certainty, shall have an aggregate subscription price of no more than $18.55 million (such collective commitment of the Standby Purchaser) (such commitment Purchasers referred to as the “Standby Commitment”).