Common use of Termination by the Shareholder Clause in Contracts

Termination by the Shareholder. The Shareholder, when not in material default of its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to IAMGOLD if: (a) any of the representations and warranties of IAMGOLD under this Agreement shall not be true and correct in all material respects; (b) IAMGOLD shall have amended the Arrangement Agreement to provide for lesser consideration per Orezone Share under the Arrangement without the prior written consent of the Shareholder or in any respect which is adverse to the Shareholder without the prior written consent of the Shareholder, provided that IAMGOLD may, without the consent of the Shareholder amend the terms of the Arrangement (A) to increase the consideration (or the value of the consideration) for the Orezone Shares under the Arrangement, or (B) extend the Effective Date to a date no later than the Termination Deadline; or (C) to the extent that IAMGOLD has the power to do so, to waive any condition of the Arrangement or the Arrangement Agreement; or (c) IAMGOLD shall not have complied with its covenants to the Shareholder contained herein in all material respects.

Termination by the Shareholder. The Shareholder, when not in material default of in its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to IAMGOLD Acquiror if: (a) any of the representations and warranties of IAMGOLD Acquiror under this Agreement shall not be true and correct in all material respects; (b) IAMGOLD Acquiror shall have amended the Arrangement Agreement to provide for lesser consideration per Orezone Share under the Arrangement without the prior written consent of the Shareholder or in any respect which is material and adverse to the Shareholder without the prior written consent of the Shareholder, provided that IAMGOLD Acquiror may, without the consent of the Shareholder amend the terms of the Arrangement (A) to increase the consideration (or the value of the consideration) for the Orezone Shares under the Arrangement, or (B) extend the Effective Date to a date no later than the Termination DeadlineDate; or (C) to the extent that IAMGOLD Acquiror has the power to do so, to waive any condition of the Arrangement or the Arrangement Agreement; or (c) IAMGOLD Acquiror shall not have complied with its covenants to the Shareholder contained herein in all material respects.

Termination by the Shareholder. The Shareholder, when not in material default of in its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to IAMGOLD Acquiror if: (a) any of the representations and warranties of IAMGOLD Acquiror under this Agreement shall not be true and correct in all material respects; (b) IAMGOLD Acquiror shall have amended the Arrangement Agreement to provide for lesser consideration per Orezone Share under the Arrangement without the prior written consent of the Shareholder or in any respect which is material and adverse to the Shareholder without the prior written consent of the Shareholder, provided that IAMGOLD Acquiror may, without the consent of the Shareholder amend the terms of the Arrangement (A) to increase the consideration (or the value of the consideration) for the Orezone Shares under the Arrangement, or (B) extend the Effective Date to a date no later than the Termination DeadlineDate; or (C) to the extent that IAMGOLD Acquiror has the power to do so, to waive any condition of the Arrangement or the Arrangement Agreement; oror <PAGE> (c) IAMGOLD Acquiror shall not have complied with its covenants to the Shareholder contained herein in all material respects.

Termination by the Shareholder. The Shareholder, when not in material default of its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to IAMGOLD the Acquiror Companies if: (a) any of the representations and warranties of IAMGOLD the Acquiror or the Parent under this Agreement shall are not be true and correct in all material respects; (b) IAMGOLD shall have amended the Arrangement Acquiror amends the Acquisition Agreement to provide for lesser consideration per Orezone Common Share under the Arrangement without the prior written consent of the Shareholder or in any respect which is adverse to the Shareholder without the prior written consent of the Shareholder, provided that IAMGOLD the Acquiror may, without the consent of the Shareholder Shareholder, amend the terms of the Arrangement (Ax) to increase the consideration (or the value of the consideration) for the Orezone Common Shares under the Arrangement, or (By) extend the Effective Date to a date no later than the Termination Deadline; , or (Cz) to the extent that IAMGOLD the Acquiror or the Parent has the power to do so, to waive any condition of the Arrangement or the Arrangement Acquisition Agreement; or (c) IAMGOLD shall the Acquiror or the Parent does not have complied comply with its covenants to the Shareholder contained herein in all material respects.