Common use of Technical Committee Clause in Contracts

Technical Committee. (1) Promptly following the Subscription Closing Date, the Corporation shall form a technical committee (the “Technical Committee”) to review and recommend all material technical decisions to be made in respect of the Project, including without limitation the Study. (2) The Technical Committee shall be comprised of three members, two of which will be appointed by the Corporation and one of which will be appointed by the Investor (the “Technical Committee Nominee”). The Technical Committee Nominee must be satisfactory to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominee. The Investor will cause the Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the Xxxxxxx Xxxxxxx Policy. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such Terms of Reference may be amended or otherwise modified by the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that the Technical Committee Nominee will be acting solely as a member of the Technical Committee on behalf of the Investor, and that in no event do the Parties intend that the Technical Committee Nominee be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person. (5) The rights set forth in this Section 2.5 shall terminate upon the earlier of: (a) the Investor’s Ownership Percentage falling below 5.0%; and (b) the date that is 18 months following the Subscription Closing Date; provided, however, that the Investor shall have a one-time right, exercisable at its sole discretion by delivery of notice in writing to the Corporation, to extend the 18 month period referred to in (b) above by an additional 12 month period (or such longer period of time as may be agreed in writing between the Corporation and the Investor).

Technical Committee. (1) Promptly following the Subscription Closing Date, the Corporation shall form i. The Trust will have a technical committee of three (3) persons (the “Technical Committee”) to review and recommend all material technical decisions to be made in respect ). ii. The initial members of the Project, including without limitation the Study. Technical Committee are those indicated in Schedule 9 hereto. The initial term of such appointment shall be two (2) The Technical Committee shall be comprised years as of three membersthe Effective Date, two of which will be appointed by the Corporation and one of which will be appointed by the Investor (the “Technical Committee Nominee”). The Technical Committee Nominee must be satisfactory to the Boardextent necessary, acting reasonably, and with reference solely shall renew automatically for an additional term of two (2) years. iii. Any subsequent appointment to the scientific and/or technical capabilities of such Technical Committee Nominee. The Investor will cause the Technical Committee Nominee or any replacement of its members shall be effected as follows: (1) the Voting Committee shall have the authority to enter into a confidentiality agreement with the Corporation in form appoint two (2) of such members and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonablyany replacement thereof, and (2) the Agent shall have the authority to agree to be bound by appoint the Corporation’s policies, including without limitation the Xxxxxxx Xxxxxxx Policy. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such Terms of Reference may be amended or otherwise modified by the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that the Technical Committee Nominee will be acting solely as a remaining member of the Technical Committee on behalf and any replacement thereof. In any event, any such subsequent appointment shall be for an initial term of two (2) years, and to the extent necessary, shall renew automatically for an additional term of two (2) years. Any replacement appointment shall be for the balance of the Investor, and that in no event do the Parties intend that term being replaced. iv. The members of the Technical Committee Nominee appointed by the Voting Committee shall be responsible as Independent. Members of the Technical Committee may also be members of the Board of Directors. v. The Technical Committee will be primarily charged with effecting the sale of the Trust Shares in a fiduciary manner to maximize their value pursuant to the Corporation, its management, shareholders provisions of Clause 11. The Technical Committee shall have other powers and authorities as expressly provided in this Trust and will have the power and authority to instruct the Trustee in all matters pursuant to Clause 11 not otherwise reserved to the Equity Settlors or creditors or any other personthe Voting Committee pursuant to the provisions of this Trust. (5) vi. The rights set forth Technical Committee also will be charged with using its best efforts to cause the Company to register under the U.S. Securities Act of 1933, as amended, the beneficial interests in this Section 2.5 shall terminate upon the earlier of: (a) Trust represented by the Investor’s Ownership Percentage falling below 5.0%; and (b) Global Trust Certificate, should the date that is 18 months following the Subscription Closing Date; provided, however, that the Investor shall have a one-time right, exercisable at its sole discretion by delivery of notice in writing Company be required to effect such registration pursuant to the Corporation, to extend the 18 month period referred to in (b) above by an additional 12 month period (or such longer period of time as may be agreed in writing between the Corporation and the Investor)Registration Rights Agreement.

Technical Committee. (1a) Promptly following On the Subscription Closing Dategrounds of Article 80 of the LIC, the Corporation shall form a technical committee Trust Technical Committee is hereby created and established (the “Technical Committee”) integrated by those appointed by Vesta’s Corporate Practice Committee, the latter having to review notify Trustee in writing about the appointment and recommend all material technical decisions any change to be made in respect the integration of such body, attaching thereto as to each standing and alternate members: (i) simple copy of current official ID, with signature and readable; (ii) simple copy of the Projectsole population registry number [clave unica de registro xx xxxxxxxxx - XXXX]; (iii) simple copy of the federal taxpayers’ registry [registro federal de contribuyentes - RFC]; (iv) original of the KYC form delivered by Trustee for identification of Technical Committee members, including duly filled in and without limitation leaving any blanks; and (v) proof of domicile designated in Trustee’s KYC form within the Studythree (3) months following the date of issue. (2b) The Technical Committee shall be comprised of three members, two of which will be have a Chairman appointed by the Corporation and one favorable vote of which will be appointed by the Investor (the “Technical Committee Nominee”). The Technical Committee Nominee must be satisfactory to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities a majority of such Technical Committee Nominee. The Investor will cause members of the Technical Committee Nominee and a Secretary, who may or may not be member of the Technical Committee, whom is to enter into a confidentiality agreement with keep the Corporation in form minutes book of Technical Committee meetings. The Secretary will be appointed, removed and substance reasonably satisfactory to replaced by majority of votes of the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the Xxxxxxx Xxxxxxx PolicyTechnical Committee. (3c) At first, the Technical Committee will be integrated by standing and alternate members designated under Exhibit C attached hereto. Xxxxx commits to notify Trustee of any change in membership of Technical Committee, Chairman or Secretary, as the case may be, and in case of new appointments of Technical Committee members, to make available to Trustee as to each of such new members any documents listed under paragraph (a) above. (d) The Technical Committee shall follow the terms is to hold meetings as often as required, in person or by conference call, provided call by such effect by any of reference attached as Schedule “A” to this Agreement, as such Terms of Reference may be amended its standing members or otherwise modified by the Corporation Trustee by means of written call sent to by courier or transmitted by fax to each of all other members, copying Trustee, at least three (3) business days in advance to the date identified to hold the meeting, and the Investor from time applicable agenda is to time. (4) The Corporation hereby acknowledges that the be included in such call. Trustee is entitled to appoint a representative to attend at Technical Committee Nominee will be acting solely as a member meetings, without voice nor vote, and without the absence thereof representing an adjustment to attendance and resolution quorum of the Technical Committee. Except otherwise expressly provided for herein, to the effect that Technical Committee on behalf meetings be deemed as legally held, the attendance of at least a majority of its members will be required and its resolutions will be valid when adopted with the favorable vote of a majority of its members in attendance at the meeting in question. Minutes will be drafted at each meeting evidencing the names of the Investorattendees and resolutions adopted, and that in no event do the Parties intend that the Technical Committee Nominee be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person. (5) The rights set forth in this Section 2.5 shall terminate upon the earlier of: (a) the Investor’s Ownership Percentage falling below 5.0%; and (b) the date same that is 18 months following to be signed by the Subscription Closing Datemeeting’s Chairman and Secretary; providedon the understanding, however, that if the Investor shall have meeting was held by conference call, the minutes are to be signed by all the members in attendance during the conference call. Trustee must receive from every meeting, through the Chairman and Secretary of Technical Committee, a one-time rightcopy of the meeting’s minutes and, exercisable as applicable, pertinent instructions when any resolution to be executed by Trustee has been adopted. Should Technical Committee Secretary fail to attend at any Technical Committee meeting, the Secretary appointed at the meeting will send pertinent meetings to Technical Committee Secretary for transcription in the minutes book. (e) The Technical Committee will be vested with capacity expressly provided for herein and will be the sole body authorized and with jurisdiction to issue instructions or deliver notices and communications to Trustee as to any matter, act or fact directly or indirectly related with Trust Purposes, including, without limitation, the right to appoint and remove anyone as Trust Beneficiary, the transfer of Shares under Trust to First Trust Beneficiaries and payment of distributions. In exercise of capacity foreseen herein, the Technical Committee, through the Chairman or two of its sole discretion members, will perform the following acts by delivery means of notice in writing instructions to Trustee: 1. Receive any amounts from Vesta. 2. Receive any Plan Shares from Vesta. 3. Acquire by subscription or purchase through the Stock Market any Plan Shares. 4. Transfer by means of release and assignment of Shares of each party to the Corporation, Plan in favor of Trust Beneficiaries identified under the instructions. 5. Enter into account books in name of each Trust Beneficiary and issue documents to extend confirm information as to the 18 month period referred Trust Estate. 6. Any other act required to in (b) above by an additional 12 month period (or such longer period of time as may be agreed in writing between the Corporation and the Investor)attain Trust Purposes.

Technical Committee. (1) Promptly following Each Bank hereby appoints and authorizes each of the Subscription Closing Date, Lead Arrangers and each of the Corporation shall form a Co-Documentation Agents to act as its technical committee hereunder and under the other Credit Documents (the “"Technical Committee”") with such powers as are expressly delegated to review the Technical Committee by the terms of this Agreement and recommend all material technical decisions to be made in respect of the Projectother Credit Documents, including without limitation the Study. (2) together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be comprised of three members, two of which will be appointed by the Corporation and one of which will be appointed by the Investor (the “Technical Committee Nominee”)a trustee for any Bank. The Technical Committee Nominee must be satisfactory Notwithstanding anything to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominee. The Investor will cause contrary contained herein the Technical Committee Nominee shall not be required to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the Xxxxxxx Xxxxxxx Policy. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” take any action which is contrary to this Agreement, as such Terms of Reference may be amended Agreement or otherwise modified by the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that any other Credit Documents or any Legal Requirement or exposes the Technical Committee Nominee will to any liability. All decisions and determinations to be acting solely as a made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of its members. Borrower and each Bank hereby 108 123 agrees that the protective provisions set forth in Sections 10.1 through 10.5 shall apply to and protect, mutatis mutandis, each member of the Technical Committee on behalf and all determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any member of the Investor, and that in no event do the Parties intend that the Technical Committee Nominee at any time reduces its Commitment to less than $10,000,000 ceases to be responsible a Bank hereunder or otherwise resigns from the Technical Committee, the remaining members of the Technical Committee shall appoint a Bank as a fiduciary successor member to the Corporation, its management, shareholders or creditors or any other person. Technical Committee; provided (5i) The rights set forth in this Section 2.5 such Bank shall terminate upon be a Bank with one of the earlier of: (a) five largest Commitments at such time among the Investor’s Ownership Percentage falling below 5.0%; Banks who are not then members of the Technical Committee and (bii) the date that is 18 months following the Subscription Closing Date; provided, however, that the Investor shall have a one-time right, exercisable at its sole discretion by delivery Borrower does not reasonably disapprove of such Bank within two Banking Days of receipt of notice in writing of such Bank's appointment to the Corporation, to extend the 18 month period referred to in (b) above by an additional 12 month period (or such longer period of time as may be agreed in writing between the Corporation and the Investor)Technical Committee.

Technical Committee. Each Bank hereby appoints and authorizes each of CIBC World Markets Corp., Credit Suisse First Boston, TD Securities (1USA) Promptly following the Subscription Closing Date, the Corporation shall form a Inc. and The Bank of Nova Scotia to act as its technical committee hereunder and under the other Credit Documents (the “"Technical Committee”") with such powers as are expressly delegated to review the Technical Committee by the terms of this Agreement and recommend all material technical decisions to be made in respect of the Projectother Credit Documents, including without limitation the Study. (2) together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be comprised of three members, two of which will be appointed by the Corporation and one of which will be appointed by the Investor (the “Technical Committee Nominee”)a trustee or a fiduciary for any Bank. The Technical Committee Nominee must be satisfactory Notwithstanding anything to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominee. The Investor will cause contrary contained herein the Technical Committee Nominee shall not be required to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the Xxxxxxx Xxxxxxx Policy. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” take any action which is contrary to this Agreement, as such Terms of Reference may be amended Agreement or otherwise modified by the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that any other Credit Documents or any Legal Requirement or exposes the Technical Committee Nominee will to any liability. All decisions and determinations to be acting solely as a made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of its members. Borrower and each Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 through 10.5 shall apply to and protect, mutatis mutandis, each member of the Technical Committee on behalf and all determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any member of the Investor, and that in no event do the Parties intend that the Technical Committee Nominee at any time reduces its Commitment to less than $10,000,000, ceases to be responsible a Bank hereunder or otherwise resigns from the Technical Committee, the remaining members of the Technical Committee shall appoint a Bank as a fiduciary successor member to the Corporation, its management, shareholders or creditors or any other person. Technical Committee; provided (5i) The rights set forth in this Section 2.5 such Bank shall terminate upon be a Bank with one of the earlier of: (a) five largest Commitments at such time among the Investor’s Ownership Percentage falling below 5.0%; Banks who are not then members of the Technical Committee and (bii) the date that is 18 months following the Subscription Closing Date; provided, however, that the Investor shall have a one-time right, exercisable at its sole discretion by delivery Borrower does not reasonably disapprove of such Bank within two Banking Days of receipt of notice in writing of such Bank's appointment to the Corporation, to extend the 18 month period referred to in (b) above by an additional 12 month period (or such longer period of time as may be agreed in writing between the Corporation and the Investor)Technical Committee.

Technical Committee. (1) Promptly following the Subscription Closing DateAs of April 14, 2023, the Corporation shall form formed a technical and sustainability committee (the “Technical Committee”) and the Investor shall have the right (but not the obligation) to appoint one member of the Technical Committee to review and recommend all material technical decisions to be made in respect of the Project, including without limitation the Study and the use of proceeds from the Subsequent Subscription in so far as they relate to funding the technical and related costs in respect of the Study. Any proposal relating to a technical program, the budget of the Technical Committee, technical data and conclusions and Technical Committee recommendations shall be presented to, and available for, the Board on a timely basis, on no less than five Business Days’ notice to accommodate Board review and approval, such approval not to be unreasonably withheld. (2) The Technical Committee shall be comprised of three members(a) one member appointed by the Investor (who as of the date hereof is Xxxxxx Xxx), two (b) one member to be appointed by each other strategic investor having been granted similar rights to the Investor, and (c) such number of which will members that total one more than the aggregate members appointed by the Investor and other strategic investors to be appointed by the Corporation and one of which will be appointed by the Investor (the each, a “Technical Committee Nominee”). The Technical Committee Nominee Nominees must be satisfactory to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of such Technical Committee NomineeNominees (with any such determination of the Board as to the acceptability of a Technical Committee Nominee being based upon the same criteria that is applied generally to all other nominees). The Investor will cause the its Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the Xxxxxxx Xxxxxxx Policy. (3) The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such Terms terms of Reference reference may be amended or otherwise modified by the mutual agreement of the Corporation and the Investor from time to time. (4) The Corporation hereby acknowledges that the Investor’s Technical Committee Nominee will be acting solely as a member of the Technical Committee on behalf of the Investor, and that in no event do the Parties intend that the Investor’s Technical Committee Nominee be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person. (5) The Investor shall have the right (but not the obligation) to appoint from time to time a non-voting observer to attend all meetings of any other technical committee of the Board or formed by agreement with another party. (6) The rights set forth in this Section 2.5 shall terminate upon on the earlier of: (a) the Investor’s Ownership Percentage falling below 5.0%; and (b) the date that is 18 months following the Subscription Closing Expiry Date; provided, however, that the Investor shall have a one-time right, exercisable at its sole discretion by delivery of notice in writing to the Corporation, to extend the 18 month period referred to in (b) above by an additional 12 month period (or such longer period of time as may be agreed in writing between the Corporation and the Investor).